Exhibit 4.7

Purchase and Sale Agreement (Shares of Seaway TLC Inc.)




<PAGE>


                                 JOHN T. CORCIA,
           CORCIA FAMILY IRREVOCABLE TRUST, ROGER GIBB, JOSEPH HARTMAN
            RESTATED REVOCABLE TRUST, JOHN JENCHURA, MARCEL MONTIGNY,
                                  STEVE BRUNI,
                 RICHARD DUFRESNE, MICHEL BOUVIER, GUY GRONDIN,
                                  DENISE ARBIC,
                        as the Vendors and each a Vendor


                                       and


                                 JOSEPH HARTMAN


                                       and


                                  MARSULEX INC.
                                as the Purchaser



-------------------------------------------------------------------------------


                           PURCHASE AND SALE AGREEMENT
                                  June 29, 2005


-------------------------------------------------------------------------------

                              STIKEMAN ELLIOTT LLP



                                     PSA-1
<PAGE>

<TABLE>
<CAPTION>


                                              TABLE OF CONTENTS

<S>                <C>                                                                             <C>
Section 1         Preamble..........................................................................5

Section 2         Definitions, Exhibits and Interpretation..........................................5

Section 3         Purchase and Closing.............................................................10

Section 4         Purchase Price, Working Capital and Purchase Price Adjustments...................10

Section 5         Representations and Warranties of the Vendors....................................12

Section 6         Representations, Warranties and Additional Covenants of the Purchaser............22

Section 7         Conduct of Business Prior to Closing.............................................23

Section 8         Exclusive Dealing................................................................23

Section 9         Request for Consents.............................................................23

Section 10        Risk of Loss.....................................................................23

Section 11        Conditions Precedent.............................................................24

Section 12        Acknowledgement by the Purchaser.................................................26

Section 13        Survival of Representations and Warranties.......................................27

Section 14        Indemnification..................................................................27

Section 15        Notices..........................................................................29

Section 16        Concluding Provisions............................................................30



                                               ADDENDA


EXHIBIT 2(1)(u)         Financial Statement
EXHIBIT 2(1)(z)         Interim Financial Statement
EXHIBIT 2(1)(bb)        Lease Agreement
EXHIBIT 4(1)            Purchase Price Allocation Among the Vendors
EXHIBIT 4(1)            Escrow Agreement
EXHIBIT 4(3)(b)         Working Capital/Actual Working Capital
EXHIBIT 4(5)            Employment Agreement and Non-Competition Agreement for John T. Corcia
EXHIBIT 4(7)            Non-Competition Agreement for the Vendors
EXHIBIT 5(1)(c)         Constating Documents of Seaway, Stablex and Gulfstream
EXHIBIT 5(1)(d)         Offices or Establishments Outside Quebec
EXHIBIT 5(1)(e)         Authorized Capital
EXHIBIT 5(1)(g)         Shareholders Agreement
EXHIBIT 5(1)(l)(ii)     Increases in Compensation
EXHIBIT 5(1)(p)         Permits
EXHIBIT 5(1)(q)         Intellectual Property Rights
EXHIBIT 5(1)(r)         Compliance with Laws
EXHIBIT 5(1)(s)         Litigation
EXHIBIT 5(1)(t)         Insurance
EXHIBIT 5(1)(u)         Surety Bonds
EXHIBIT 5(1)(v)(i)      Environmental Studies
</TABLE>



                                     PSA-2
<PAGE>




EXHIBIT 5(1)(v)(ii)     Trust Account
EXHIBIT 5(1)(w)(i)      Tax Liabilities
EXHIBIT 5(1)(w)(ii)     Tax Returns
EXHIBIT 5(1)(x)(i)      Employees
EXHIBIT 5(1)(x)(iii)    Termination of Employment
EXHIBIT 5(1)(y)(i)      Labour Relations
EXHIBIT 5(1)(y)(ii)     Collective Agreements
EXHIBIT 5(1)(z)         Benefit Plans
EXHIBIT 5(1)(bb)        Related Party Property or Contracts
EXHIBIT 5(1)(cc)        Contracts
EXHIBIT 5(1)(dd)        Escrow Agreement
EXHIBIT 5(1)(ee)        Contract Liability
EXHIBIT 5(1)(ff)        Form of Purchase Order and Customer Documents
EXHIBIT 5(1)(jj)        List of Customers
EXHIBIT 11(1)(k)        Engagement Letter
EXHIBIT 11(1)(l)        Regulatory approvals
EXHIBIT 11(1)(m)        Consents and authorizations
EXHIBIT 11(1)(p)        Capital Expenditures
EXHIBIT 11(1)(q)        Transfer of Assets of Gulfstream
EXHIBIT 11(3)(a)        Consents, approvals and waivers




                                     PSA-3
<PAGE>




                           PURCHASE AND SALE AGREEMENT



       This Purchase and Sale Agreement is made as of the 29 day of June, 2005.

AMONG:

       Corcia Family Irrevocable Trust, 367 Eagle Drive, Jupiter, Florida,
       33477, USA;

       Roger Gibb, 15 Tanglewood Cres., Kirkland, Quebec, H9J 2M7;

       Joseph Hartman Restated Revocable Trust, 6606 Wood Lake Road, Jupiter,
       Florida, 33458, USA;

       John Jenchura, 617 Schiller Avenue, Merion Station, Pennsylvania, 19066,
       USA;

       Marcel Montigny, 144 Louis-Hemon, Rosemere, Quebec, J7A 3P5;

       Steve Bruni, 9172 Rosemary Lena Way, Alexandria, Virginia, 22309, USA;

       Richard Dufresne, 407, du Bord-de-l'Eau Road, Laval, Quebec, H7X 1S8;

       Michel Bouvier, 20 Des Brises du Fleuve, Apt. 801, Verdun, Quebec, H4G
       3M5;

       Guy Grondin, 1108 Chemin du Coteau, Lachenaie, Quebec, J6W 5H2;

       Denise Arbic, 3631 Brassens Street, Boisbriand, Quebec, J7H 1J4;

       (each of them hereinafter referred to as a "Vendor" and collectively
       referred to as the "Vendors");

       John T. Corcia, 367 Eagle Drive, Jupiter, Florida, 33477, USA;

       Joseph Hartman, 6606 Wood Lake Road, Jupiter, Florida, 33458, USA; and

       Marsulex Inc., a company duly constituted under the laws of Ontario,
       having its principal offices at 111 Gordon Baker Road, Suite 300, North
       York, Ontario, Canada, M2H 3R1 (hereinafter referred to as the
       "Purchaser").

       WHEREAS the Vendors are the registered and beneficial owner of all the
issued and outstanding shares in the capital stock of Seaway TLC Inc.
("Seaway") and Seaway is the registered and beneficial owner of all of the
issued and outstanding shares in the capital stock of Stablex Canada Inc.
("Stablex") and Gulfstream TLC, Inc. ("Gulfstream");

       WHEREAS prior to the Closing contemplated by this Agreement,
Gulfstream will have transferred the assets of Gulfstream to John T. Corcia as
referred to in Section 11(1)(q);

       WHEREAS the Purchaser wishes to purchase and the Vendors wish to sell
all of the issued and outstanding shares in the capital stock of Seaway on the
terms and conditions herein contained;

                                     PSA-4
<PAGE>


         WHEREAS as part of the consideration for the purchase of their shares
in the capital of Seaway, certain of the Vendors have agreed to execute and
deliver non-competition agreements and the Purchaser has agreed to pay to John
Jenchura certain additional consideration for such non-competition agreement;
and

         WHEREAS in consideration of the payment of consideration provided for
in this agreement, John T. Corcia has agreed to execute and deliver a
non-competition agreement.

         NOW THEREFORE, the Parties hereby covenant and agree as follows:

           Section 1  Preamble.

         The preamble of this Agreement shall form an integral part hereof.

           Section 2  Definitions, Exhibits and Interpretation.

(1)      Whenever used herein:

         (a)      "Accounts Receivable" means all accounts receivable, notes
                  receivable and other debts due or accruing due to the
                  Corporation;

         (b)      "Actual Working Capital" has the meaning ascribed to in
                  Section 4(3)(b);

         (c)      "Agreement" means this Purchase and Sale Agreement and all
                  exhibits attached hereto;

         (d)      "Assets" means all property and assets of the Corporation of
                  every nature and kind and wheresoever situate including (i)
                  the Property and the buildings and fixtures located thereon,
                  (ii) all machinery, equipment, furniture, accessories and
                  supplies of all kinds including those described in Section
                  5(1)(n), (iii) all trucks, cars and other vehicles, (iv) all
                  inventories, (v) all Accounts Receivable and the full benefit
                  of all security for the Accounts Receivable, (vi) all prepaid
                  expenses, (vii) the leasehold interest of the Corporation in
                  and to the Leased Lands, (viii) all right, title and interest
                  of the Corporation in and to the Intellectual Property owned
                  by, licensed to or used by the Corporation, (ix) the full
                  benefit of all Contracts to which the Corporation is a party
                  and the Leases, and (x) the Books and Records;

         (e)      "Balance Sheet Date" means December 31, 2004;

         (f)      "Benefit Plan" means any bonus, deferred compensation,
                  pension, profit sharing, retirement, severance, stock option,
                  insurance, hospitalization, medical, disability, death
                  benefit, welfare or other employee benefit plan, arrangement
                  or policy whether formal or informal, for the benefit of any
                  of its employees or former employees;

         (g)      "Books and Records" means all information in any form
                  relating to the business, including books of account,
                  financial and accounting information and records, personnel
                  records, tax records, sales and purchase records, customer
                  and supplier lists, lists of potential customers, referral
                  sources, research and development reports and records,
                  manifests and manifest reports and records, laboratory
                  reports and records, regulatory and compliance reports and
                  records, production reports and records, equipment logs,
                  operating guides and manuals, business reports, plans and
                  projections, marketing and advertising materials and all
                  other documents, files, correspondence and other information
                  (whether in written, printed, electronic or computer printout
                  form, or stored on computer discs or other data and software
                  storage and media devices);


                                     PSA-5
<PAGE>

         (h)      "Business Day" means any day, other than a Saturday, Sunday
                  or other day on which the Canadian chartered banks located in
                  Montreal, Canada, are not generally open for business during
                  normal banking hours;

         (i)      "Canadian G.A.A.P." means generally accepted accounting
                  principles, as recommended in the handbook of the Canadian
                  Institute of Chartered Accountants;

         (j)      "Closing" means the completion of the transaction of purchase
                  and sale contemplated in this Agreement;

         (k)      "Closing Balance Sheet" means the balance sheet as of the
                  close of business on the Closing Date;

         (l)      "Closing Date" means August 16, 2005;

         (m)      "Consents" means the consent of a contracting party or any
                  Governmental Entity to a change of control of the Corporation
                  if required by the terms of any Contract and of a regulatory
                  authority if required by the terms of any Permit, or as
                  regards any Governmental Entity, under Environmental Law;

         (n)      "Constating Documents" means, in respect of any corporation,
                  its articles of incorporation and articles of amendment and
                  by-laws;

         (o)      "Contract" means any agreement, contract, licence,
                  undertaking, engagement or commitment of any nature, written
                  or oral, including any (i) lease of personal property; (ii)
                  unfilled purchase order; (iii) forward commitment for
                  supplies or materials entered into in the Ordinary Course; or
                  (iv) restrictive agreement or negative covenant agreement;

         (p)      "Corporation" means collectively Seaway, Stablex and
                  Gulfstream;

         (q)      "Dollars", all references to dollar amounts herein are in US
                  dollars unless otherwise noted;

         (r)      "Environment" means surface waters, ground water, subsurface
                  water, drinking water supply, land surface, subsurface soil,
                  subsurface strata, ambient air, both inside and outside the
                  buildings and the sewer system;

         (s)      "Environmental Law" shall include all laws, statutes,
                  principles of civil law, regulations, by-laws, codes,
                  directives, guidelines, standards, policies, requirements
                  (including those in any Permits issued in relation to any
                  Environmental Law), provided such codes, directives,
                  guidelines, standards, policies and requirements have the
                  force of law, as well as orders, ordinances, decrees, rules
                  having the force of law, judgments or injunctions issued,
                  promulgated, approved or entered by any federal, provincial,
                  local or municipal entity or any agency, authority, board,
                  ministry, bureau, district, department, commission or
                  instrumentality (including any court or other tribunal) of
                  any of the foregoing in any way pertaining principally to the
                  protection of the Environment or the regulation of human
                  health as affected by the Environment;

         (t)      "Final Arbiter" has the meaning ascribed to in Section
                  4(3)(d);

         (u)      "Financial Statement" means the audited consolidated
                  financial statements of the Corporation for the periods and
                  as defined in Section 5(1)(w)(iii) annexed as Exhibit
                  2(1)(u);

                                     PSA-6
<PAGE>


         (v)      "Governmental Entity" means any federal, provincial, local or
                  municipal entity or any agency, authority, board, ministry,
                  bureau, district, department, commission or instrumentality
                  (including any court or other tribunal);

         (w)      "Gulfstream" means Gulfstream TLC, Inc.;

         (x)      "Intellectual Property" has the meaning ascribed to it in
                  Section 5(1)(q);

         (y)      "Interim Balance Sheet Date" means March 31, 2005;

         (z)      "Interim Financial Statement" means the unaudited
                  consolidated financial statements of the Corporation as at
                  the Interim Balance Sheet Date consisting of a balance sheet
                  and the accompanying unaudited statement of income and cash
                  flow of the Corporation for the three month period ending
                  March 31, 2005, a copy of which is annexed as Exhibit 2(1)(z)
                  herein;

         (aa)     "Interim Period" means the period between the close of
                  business on the date of this Agreement and the Closing Date;

         (bb)     "Lease" means the Lease between Stablex and the Government of
                  Quebec dated November 25, 1996, for the Lease Lands and any
                  amendments thereto, a true and complete copy of which is set
                  forth in Exhibit 2(1)(bb) herein;

         (cc)     "Lease Lands" means the placement site property described in
                  the Lease;

         (dd)     "Material Adverse Effect" means any event, occurrence, fact,
                  condition, change or effect that is materially adverse to the
                  financial condition of the Corporation;

         (ee)     "Net Debt" has the meaning ascribed to it in Section 4;

         (ff)     "Objection Notification Date" has the meaning ascribed to it
                  in Section 4(3)(c);

         (gg)     "Operating Permit" means the five year renewal permit under
                  the Quebec Environment Quality Act and issued to Stablex on
                  October 9, 2003 together with any amendments thereto prior to
                  the Closing Date, all as specifically identified in Exhibit
                  5(1)(p);

         (hh)     "Ordinary Course" means, with respect to an action taken by a
                  Person, that such action is consistent with the past
                  practices of the Person and is taken in the ordinary course
                  of the normal day-to-day operations of the Person;

         (ii)     "Parties" means the Vendors and the Purchaser and any other
                  Person who is or may become a party to this Agreement;

         (jj)     "Permits" has the meaning ascribed to in Section 5(1)(p);

         (kk)     "Permitted Encumbrances" means (i) undetermined or inchoate
                  Title Defects that arise by operation of applicable law or
                  that are incidental to the construction or improvement of an
                  immovable, as well as Title Defects imposed by applicable law
                  including, without limitation, governmental, carrier's,
                  material men's, mechanics', warehousemen's, landlord's and
                  other like liens arising in the Ordinary Course of business,
                  (ii) liens for Taxes, if the same are not yet due and payable
                  or are being contested in good faith by appropriate
                  proceedings, (iii) Title Defects incurred or deposits made in
                  the Ordinary Course of business in connection with workers'
                  compensation, unemployment insurance, pensions and other
                  types of social security,


                                     PSA-7
<PAGE>


                  or to secure the performance of statutory obligations, (iv)
                  title exceptions consisting of zoning restrictions,
                  easements, servitudes, charges or other encumbrances or
                  restrictions on the use of the Property, provided that such
                  items do not restrict the use of the Property by Stablex or
                  reduce the value of the Property in a manner that constitutes
                  a Material Adverse Effect, (v) non-consensual Title Defects
                  not otherwise permitted hereby that are removed within 60
                  days after attachment thereof, (vi) reservations,
                  limitations, provisions and conditions expressed in any
                  original grants from the Crown, (vii) any Title Defect in
                  connection with movable property which is given or assumed or
                  arises by operation of law to secure, at the time of
                  acquisition of any such movable Property: (a) payment of not
                  more than the cost of such movable property (and only such
                  property), or (b) the financing of the cost of such movable
                  property (including capital leases), (viii) Title Defects
                  which do not constitute a Material Adverse Effect, and (ix)
                  Title Defects disclosed on the Financial Statements; (ll)
                  "Person" means a natural person, partnership, limited
                  partnership, limited liability partnership, corporation,
                  limited liability corporation, unlimited liability company,
                  joint stock company, trust, unincorporated association, joint
                  venture or other entity or Governmental Entity, and pronouns
                  have a similarly extended meaning;

         (mm)     "Property" means the land and building bearing civic number
                  760 Industrial Blvd., Blainville, Quebec, Canada, J7C 3V4,
                  and any other improvements thereto;

         (nn)     "Purchase Price" has the meaning ascribed to in Section 4(1);

         (oo)     "Purchased Shares" means the 5826 Shares in the capital stock
                  of Seaway held by the Vendors, to be delivered at Closing to
                  the Purchaser;

         (pp)     "Seaway" means Seaway TLC Inc.;

         (qq)     "Stablex" means Stablex Canada Inc.;

         (rr)     "Tax" means all federal, state, provincial, country, local,
                  foreign and other taxes (including, without limitation,
                  income, profit, corporation, business excise, sales, goods
                  and services, value-added, withholding, capital, transfer,
                  stamp, unemployment compensation, payroll related taxes,
                  property taxes and import duties), whether or not measured in
                  whole or in part by net income, and including interest and
                  penalties with respect thereof;

         (ss)     "Tax Claims" means claims based upon, arising out of or
                  otherwise in respect of any inaccuracy in or breach of any
                  representation or warranty contained in Section 5(1)(w);

         (tt)     "Title Defect" means any mortgage, lien, pledge, security
                  interest, hypothec, prior claim, charge, restriction, option,
                  right of first refusal, easement, servitude, encroachment or
                  other survey or Title Defect or encumbrance whatsoever
                  affecting title;

         (uu)     "To the Best of its Knowledge" means the actual knowledge of
                  John T. Corcia, Roger Gibb, Joseph Hartman, John Jenchura,
                  Steve Bruni or Richard Dufresne as to the facts or
                  circumstances to which such qualification relates, after
                  making reasonable inquiries to determine the truthfulness and
                  accuracy of the representations and warranties contained in
                  Section 5 and the Exhibits relating thereto;

         (vv)     "Vendors" means John T. Corcia, Corcia Family Irrevocable
                  Trust, Roger Gibb,

                                     PSA-8
<PAGE>

                  Joseph Hartman Restated Revocable Trust, John Jenchura,
                  Marcel Montigny, Steve Bruni, Richard Dufresne, Michel
                  Bouvier, Guy Grondin, Denise Arbic, and any one of them,
                  a "Vendor"; and

         (ww)     "Working Capital" means current assets (excluding for such
                  purposes, income tax receivables and future tax assets) minus
                  current liabilities (including for such purposes, all accrued
                  current tax liabilities and tax reserves) of the Corporation
                  calculated in accordance with Canadian G.A.A.P. (except to
                  the extent set forth in Exhibit 4(3)(b) applied on a
                  consistent basis in accordance with the Corporation's
                  practices and calculated as set forth in 4(3)(b); and

         (xx)     "Working Capital Notice " has the meaning ascribed to in
                  Section 4(3)(b).

(2)      The following are the exhibits annexed to and incorporated in to this
         Agreement and deemed to be a part hereof:


         Exhibit 2(1)(u)          Financial Statement
         Exhibit 2(1)(z)          Interim Financial Statement
         Exhibit 2(1)(bb)         Lease Agreement
         Exhibit 4(1)             Purchase Price Allocation Among the Vendors
         Exhibit 4(1)             Escrow Agreement
         Exhibit 4(3)(b)          Working Capital/Actual Working Capital
         Exhibit 4(5)             Employment Agreement and Non-Competition
                                  Agreement for John T. Corcia
         Exhibit 4(7)             Non-Competition Agreement for the Vendors
         Exhibit 5(1)(c)          Constating Documents of Seaway, Stablex and
                                  Gulfstream
         Exhibit 5(1)(d)          Offices or Establishments Outside Quebec
         Exhibit 5(1)(e)          Authorized Capital
         Exhibit 5(1)(g)          Shareholders Agreement
         Exhibit 5(1)(l)(ii)      Increases in Compensation
         Exhibit 5(1)(p)          Permits
         Exhibit 5(1)(q)          Intellectual Property Rights
         Exhibit 5(1)(r)          Compliance with Law
         Exhibit 5(1)(s)          Litigation
         Exhibit 5(1)(t)          Insurance
         Exhibit 5(1)(u)          Surety Bonds
         Exhibit 5(1)(v)(i)       Environmental Studies
         Exhibit 5(1)(v)(ii)      Trust Account
         Exhibit 5(1)(w)(i)       Tax Liabilities
         Exhibit 5(1)(w)(ii)      Tax Returns
         Exhibit 5(1)(x)(i)       Employees
         Exhibit 5(1)(x)(iii)     Termination of Employment
         Exhibit 5(1)(y)(i)       Labour Relations
         Exhibit 5(1)(y)(ii)      Collective Agreements
         Exhibit 5(1)(z)          Benefit Plans
         Exhibit 5(1)(bb)         Related Party Property or Contracts
         Exhibit 5(1)(cc)         Contracts
         Exhibit 5(1)(dd)         Escrow Agreement
         Exhibit 5(1)(ee)         Contract Liability
         Exhibit 5(1)(ff)         Form of Purchase Order and Customer Documents
         Exhibit 5(1)(jj)         List of Customers
         Exhibit 11(1)(k)         Engagement Letter
         Exhibit 11(1)(l)         Regulatory approvals
         Exhibit 11(1)(m)         Consents and authorizations
         Exhibit 11(1)(p)         Capital Expenditures
         Exhibit 11(1)(q)         Transfer of Assets of Gulfstream
         Exhibit 11(3)(a)         Consents, approvals and waivers


                                     PSA-9
<PAGE>


         Each capitalized term used in the Exhibits which is not otherwise
         defined therein has the meaning ascribed or referred thereto in this
         Agreement. All references in the Exhibits to Sections are to Sections
         of this Agreement, unless otherwise noted. In some instances, the
         information called for by this Agreement may be provided by
         cross-reference or other reference from one Exhibit to another Exhibit.
         In addition, disclosure of any matter in any of the Exhibits shall
         constitute disclosure to the Purchaser for all purposes with respect to
         this Agreement (including, without limitation, the Exhibits) and any
         agreement ancillary thereto or referred to therein.

(3)      The division of this Agreement into Sections, Subsections and insertion
         of headings are for convenience of reference only and shall not affect
         the construction or interpretation of this Agreement.

(4)      Each Party acknowledges that it and its legal counsel have reviewed and
         participated in settling the terms of this Agreement, and the Parties
         hereby agree that any rule of construction to the effect that any
         ambiguity is to be resolved against the drafting Party shall not be
         applicable in the interpretation of this Agreement.

           Section 3   Purchase and Closing.

(1)      Upon and subject to the terms and conditions hereof, each of the
         Vendors shall sell to the Purchaser and the Purchaser shall purchase
         from each of the Vendors, such Vendor's portion of the Purchased Shares
         on the Closing Date provided that the Vendors will collectively
         transfer to the Purchaser all of the Purchased Shares on the Closing.

(2)      The closing of the transactions contemplated by Section 3(1) (the
         "Closing") will take place at 9:00 A.M. at the offices of Heenan
         Blaikie LLP on the Closing Date.

           Section 4   Purchase Price, Working Capital and Purchase Price
                       Adjustments.

(1)      Subject to Section 4(3) and Section 4(4) and the terms and conditions
         herein, as consideration for the acquisition of the purchased Shares,
         the Purchaser shall pay the purchase price (the "Purchase Price") ,
         namely US$47,743,000 less an amount sufficient to repay all
         indebtedness for borrowed money after taking into account cash on hand
         in excess of that required pursuant to Section 4(3)(a)) of any of
         Seaway, Stablex or Gulfstream (the "Net Debt") plus CDN $13,734,000
         (such amounts to be allocated among the Vendors as set forth in
         Exhibit 4(1)), such amount to be paid as to US$46,310,710 less the Net
         Debt and CDN $13,321,980 on the Closing by way of certified cheque or
         bank draft or at the Vendors' option by wire transfer of immediately
         available funds to an account specified by the Vendors, and the
         balance namely, US$1,432,290 and CDN $412,020 to be held in escrow
         pursuant to the terms of the escrow agreement set forth in Exhibit
         4(1) herein. The Vendors acknowledge that the Purchase Price assumes
         that Seaway, Stablex and Gulfstream will be free of indebtedness for
         borrowed money and that immediately following the Closing, the
         Purchaser will contribute to the surplus of Seaway an amount equal to
         the Net Debt which in turn shall contribute such amount to the surplus
         of Stablex. Immediately following Closing, Stablex will use such
         amount to repay in full, the Net Debt. Each of the Vendors shall
         jointly and severally indemnify the Purchaser from any claims of the
         holder of the indebtedness for borrowed money for payment owed to it
         in excess of the Net Debt.

(2)      The Purchaser shall pay to John T. Corcia, a resident of the United
         States, US$1,400,000 payable in 18 monthly instalments of US$77,778
         each on the first day of the month following the month in which the
         Closing occurs and on the first day of each month thereafter.

(3)
         (a)      Working Capital Adjustment. The Purchase Price has been
                  agreed between the

                                     PSA-10
<PAGE>


                  Vendors and the Purchaser on the assumption that the Working
                  Capital as at the Closing Date will be an amount of
                  CDN$500,000, and the Parties therefore have agreed to adjust
                  the Purchase Price as set out in this Section 4(3) in the
                  event that the Working Capital as of the Closing Date is
                  other than CDN$500,000.

         (b)      Working Capital Notice. Within 30 days after the Closing
                  Date, the Purchaser shall deliver to the Vendors a notice
                  (the "Working Capital Notice") setting forth the Purchaser's
                  calculation of the actual Working Capital calculated in the
                  manner set forth on Exhibit 4(3)(b) hereto (the "Actual
                  Working Capital"). The calculation of Actual Working Capital
                  set forth in the Working Capital Notice shall be binding upon
                  the Parties, except to the extent that the Vendors object to
                  such notice in accordance with Section 4(3)(c).

         (c)      Objection. If, within 10 Business Days after the Purchaser
                  delivers the Working Capital Notice to the Vendors, the
                  Vendors notify the Purchaser of any objections to the
                  calculation by the Purchaser of the Actual Working Capital
                  (the date upon which the Vendors notify the Purchaser of any
                  such objections shall be referred to herein as the
                  "Objection Notification Date"), the Purchaser and the
                  Vendors will attempt in good faith to agree upon a
                  resolution to the objection prior to or on the date that is
                  15 days after the Objection Notification Date. The Purchaser
                  shall permit the Vendors to review all work papers and
                  computations used by the Purchaser in preparing the Working
                  Capital Notice.

         (d)      Dispute Resolution. If the Purchaser and the Vendors do not
                  agree prior to or on the date that is 15 days after the
                  Objection Notification Date to a resolution of the Vendors'
                  objections, either Party may submit, to the exclusion of the
                  jurisdiction of the civil courts, the matters in dispute
                  (but no other matters) to Deloitte & Touche LLP or, if that
                  firm declines to act as provided in this paragraph, another
                  firm of independent public accountants mutually acceptable
                  to the Purchaser and the Vendors (in either case, the "Final
                  Arbiter"), which firm shall make a final and binding
                  determination as to all matters in dispute with respect to
                  the calculation of the Actual Working Capital within 45 days
                  after its appointment. The Final Arbiter shall send its
                  written determination of Actual Working Capital to the
                  Purchaser and the Vendors, at which point the determination
                  of the Final Arbiter and the calculation of the Actual
                  Working Capital, shall be binding on the Purchaser and the
                  Vendors, absent fraud or manifest error. The fees and
                  expenses of the Final Arbiter shall be borne equally by the
                  Purchaser and the Vendors.

         (e)      Final Adjustment. On or before the fifth Business Day after
                  determination of the Actual Working Capital (whether agreed
                  to by the Purchaser and the Vendors as contemplated in
                  Section 4(3)(c), determined by the Final Arbiter as
                  contemplated by Section 4(3)(d), or as a result of no
                  objection by the Vendors as contemplated by Section 4(3)(b)):

                  (i)     if the Actual Working Capital is greater than CDN
                          $500,000, the Purchaser shall pay to the Vendors such
                          excess amount; or

                  (ii)    if the Actual Working Capital is less than CDN
                          $500,000, the Vendors shall pay to the Purchaser such
                          deficit amount.

                  Any payment due by a Party to the other Party pursuant to
                  this Section 4(3) shall accrue interest from the Closing Date
                  to the due date of payment (the "Due Date") at a rate per
                  annum equal to 3%, which interest shall be paid at the same
                  time and manner as the payment contemplated by this Section
                  4(3) and thereafter shall accrue

                                     PSA-11
<PAGE>


                  interest from the Due Date until payment is made at a rate
                  per annum equal to 10%, without limiting the recourses of a
                  Party against the defaulting Party. All payments made
                  pursuant to this Section 4(3) shall be paid by wire transfer,
                  certified or bankers cheque or bank draft drawn upon a
                  Canadian chartered bank.

(4)
         (a)      If the Corporation receives any cash refund of Taxes
                  subsequent to Closing, in respect of any period prior to the
                  Closing Date (a cash refund being the difference between any
                  overpayment of Taxes relating to the period prior to Closing
                  net of any amount deducted therefrom by Canada Revenue
                  Agency, the Ministere du Revenu du Quebec or any other
                  competent taxation agency for Taxes owing for the period
                  prior to Closing to the extent not included in tax reserves
                  of the Corporation), the Corporation shall pay the amount of
                  such cash refund to the Vendors within 10 Business Days of
                  receiving the fund.

(5)      In consideration of the payment referred to in Section 4(2), on
         Closing, John T. Corcia shall execute and deliver a non-competition
         agreement in the form of Exhibit 4(5).

(6)      John Jenchura shall provide such consulting services to the Purchaser
         for a period of three years following Closing as the Purchaser may
         request provided that in no event will John Jenchura be obliged to
         provide more than 10 hours per month of consulting services. In
         consideration of the performance of such consulting services, the
         Purchaser shall cause Stablex to pay to John Jenchura US$36,000 payable
         in 36 monthly instalments of US$1,000 each on the first day of the
         month following the month in which the Closing occurs and on the first
         day of each month thereafter and in addition, US$300 for each hour of
         consulting services provided.

(7)      In consideration of the payment to each of the Vendors of the Purchase
         Price referred to in Section 4, on Closing, each of the Vendors shall
         execute and deliver a non-competition agreement substantially in the
         form of Exhibit 4(7).

           Section 5   Representations and Warranties of the Vendors.

(1)      Each of the Vendors, jointly and not solidarily, hereby represents and
         warrants to the Purchaser that the following representations and
         warranties are true and accurate:

         (a)      Authority of the Vendors to enter into this Agreement. Each
                  of the Vendors has the capacity and authority to enter into
                  this Agreement and consummate the transactions contemplated
                  hereby. The execution and delivery of this Agreement and the
                  performance of obligations of such Vendor hereunder will not,
                  with or without the giving of notice and/or the passage of
                  time:


                                    PSA-12
<PAGE>

                  (i)     violate any provision of law applicable to such
                          Vendor, with which the failure to comply would be
                          material to the transactions contemplated hereby;

                  (ii)    require any consent or approval of, or any filing
                          with or notice to, any governmental authority under
                          any provision of law applicable to such Vendor which
                          has not been previously obtained and in respect of
                          which the failure to obtain same would be material to
                          the transactions contemplated hereby;

                  (iii)   conflict with or result in a default of any provision
                          of any agreement or instrument, which would be
                          material to the transactions contemplated hereby, to
                          which such Vendor or either of Seaway, Stablex or
                          Gulfstream is a party or by which such Vendor or
                          either of Seaway, Stablex or Gulfstream may be bound;

                  (iv)    conflict with any rights of any third party which
                          would be material to the transactions contemplated;
                          or

                  (v)     conflict with any order, writ, injunction, decree,
                          statue, rule or regulation applicable to such Vendor
                          or either Seaway, Stablex or Gulfstream.

         (b)      Corporate Organization and Authority. Each of Seaway, Stablex
                  and Gulfstream is a validly existing corporation, current and
                  not in default with respect to filings required under the
                  laws of its jurisdiction of incorporation and has all of the
                  requisite corporate power and authority to own, lease and
                  operate its properties and carry on its business as now being
                  conducted.

         (c)      Constating Documents. The Constating Documents of each of
                  Seaway, Stablex and Gulfstream are as set forth in Exhibit
                  5(1)(c), none of which has been amended, other than as
                  reflected in said Exhibit and there is no application pending
                  for the amendment of any of same. The Vendors have made
                  available to the Purchaser the existing written minutes
                  contained in the minute books of each of Seaway, Stablex and
                  Gulfstream, which are complete and accurate in all material
                  respects.

         (d)      Qualifications. None of Seaway, Stablex or Gulfstream has any
                  office or other establishment outside of the Province of
                  Quebec to which any employee reports other than as set forth
                  in Exhibit 5(1)(d) and have not received any written notice
                  or other written communication from any applicable
                  governmental authority to the effect that any of them is not
                  permitted to carry on business in any jurisdiction where it
                  is carrying on business as of the date of this Agreement.

         (e)      Capital Stock. The authorized capital of each of Seaway,
                  Stablex and Gulfstream is as set forth in Exhibit 5(1)(e), of
                  which only (i) the Purchased Shares for Seaway, (ii) 502
                  shares and 50,000 preferred shares for Stablex all of which
                  are owned beneficially and of record by Seaway and (iii) 100
                  shares for Gulfstream, all of which are owned beneficially
                  and of record by Seaway, are issued and outstanding, each of
                  which is fully paid and non-assessable and has been duly
                  authorized and validly issued.

         (f)      Options. Other than the Purchaser's rights hereunder, there
                  are no outstanding (written or oral) subscriptions, options,
                  warrants or other rights to purchase or subscribe (i) for any
                  shares of the capital stock of the Corporation or convert any
                  obligation into any shares in the capital stock of the
                  Corporation, and the Corporation has not agreed to issue or
                  sell any shares of its capital stock or any securities of any

                                    PSA-13
<PAGE>

                  kind; or (ii) to purchase any assets owned by Seaway or
                  Stablex or Gulfstream other than pursuant to purchase order
                  in the Ordinary Course.

         (g)      Shareholder Agreements. None of the Purchased Shares are
                  subject to any declaration of the sole shareholder,
                  shareholders' agreement, voting trust, escrow agreement or
                  other similar agreement with the exception of the
                  Shareholders Agreement described in Exhibit 5(1)(g).

         (h)      No Violation. The execution and delivery of this Agreement
                  and the performance of the transactions contemplated hereby
                  will not, with or without the giving of notice and/or the
                  passage of time:

                  (i)     violate any provision of law applicable to either of
                          Seaway or Stablex or Gulfstream with which the
                          failure to comply would constitute a Material Adverse
                          Affect;

                  (ii)    require any consent, license, approval or other
                          authorization of, or any filing with or notice to,
                          any governmental or regulatory authority under any
                          provision of law applicable to either of Seaway or
                          Stablex or Gulfstream which has not been previously
                          obtained and in respect of which the failure to
                          obtain same would constitute a Material Adverse
                          Effect; or

                  (iii)   conflict with or result in a default of any provision
                          of any material agreement to which either of Seaway
                          or Stablex or Gulfstream is a party or by which any
                          of them is bound that would constitute a Material
                          Adverse Effect.

         (i)      Shares Free and Clear. Each of the Vendors are the legal and
                  beneficial owners of the Purchased Shares registered in its
                  name with good and marketable title, free and clear of any
                  Title Defect.

         (j)      Share Certificates. The share certificates representing the
                  Purchased Shares are genuine and valid.

         (k)      Financial Statements. The Financial Statements and the
                  Interim Financial Statements have been prepared from the
                  Books and Records of the Corporation on a consolidated basis
                  in accordance with Canadian G.A.A.P., applied on a consistent
                  basis with those of previous fiscal years and each present
                  fairly the financial position, the assets and the liabilities
                  of the Corporation as at the respective dates of the relevant
                  statements and the sales and earnings of the Corporation on a
                  consolidated basis during the period covered by such
                  statements. Except to the extent reflected or reserved
                  against in the Financial Statements and Interim Financial
                  Statements, the Corporation does not have any liabilities or
                  obligations of any nature whatsoever, whether accrued,
                  absolute, contingent or otherwise, other than those incurred
                  by the Corporation in the Ordinary Course of business since
                  the Balance Sheet Date, which would have a Material Adverse
                  Effect

         (l)      Subsequent Activities. Without in any way limiting the
                  generality of the foregoing, since the Balance Sheet Date
                  none of Seaway, Stablex or Gulfstream has, directly or
                  indirectly,

                                    PSA-14
<PAGE>

                  (i)     except for the purchase by Seaway of 49 shares from
                          Serge St-Laurent on February 25, 2005, declared or
                          paid any dividends on its capital stock or redeemed,
                          purchased or otherwise acquired any shares of its
                          capital stock or otherwise reduced its paid-up
                          capital;

                  (ii)    except for increases paid in the Ordinary Course of
                          its business, as set forth in Exhibit
                          5(1)(l)(ii)increased the salary, fringe benefits or
                          other compensation of its officers, directors or
                          employees, or made any bonus or profit sharing
                          distribution or similar payment of any kind;

                  (iii)   issued, sold, purchased, redeemed, or repaid, or
                          issued options or rights to subscribe for, or entered
                          into any contracts to sell or purchase any bonds,
                          notes, debentures or other evidences of indebtedness,
                          with the exception of the redemption or repayment by
                          Stablex to certain of the Vendors prior to the
                          Closing Date of an amount of approximately US
                          $244,000 plus interest accrued thereon, representing
                          the repayment in full in capital and interest of
                          amounts advanced to Stablex by such Vendors under
                          Junior Subordinated Notes dated as of June 23, 1995;

                  (iv)    increased its indebtedness for borrowed money or made
                          any loan or advance;

                  (v)     authorized agreed or otherwise committed whether or
                          not in writing, to do any of the things described in
                          Section 5(1)(l)(i), Section 5(1)(l)(ii) and Section
                          5(1)(l)(iii) (inclusively), except as permitted
                          therein;

                  (vi)    suffered any damage or destruction or extraordinary
                          loss which would constitute a Material Adverse
                          Effect, whether or not covered by insurance;

                  (vii)   compromised or settled any litigation;

                  (viii)  made any capital expenditures exceeding CDN $
                          3,000,000;

                  (ix)    cancelled or waived any material claims or rights;

                  (x)     sold any assets outside Ordinary Course of business;

                  (xi)    written off as uncollectible any Accounts Receivables
                          which in the aggregate is material to the Corporation
                          or in excess of $10,000;

                  (xii)   conducted operations otherwise than in accordance
                          with the Ordinary Course of its business.

         (m)      Ownership of Assets. Each of Seaway, Stablex and Gulfstream
                  has good and marketable title to and owns and possesses all
                  its properties and assets reflected as being owned in their
                  respective financial Books and Records free and clear of any
                  Title Defect, other than Permitted Encumbrances.

         (n)      Machinery and Equipment. Each of Seaway, Stablex and
                  Gulfstream is the owner of all machinery and equipment
                  reflected as being owned in their respective financial Books
                  and Records used by them for their business, all of which, in
                  the case of Stablex, is located at the Property. The
                  machinery and equipment presently being used by each of
                  Seaway, Stablex and Gulfstream is, in all material respects,
                  in good working order and free of apparent defect, the
                  Vendors make no representation or warranty herein with
                  respect to latent defects.

                                    PSA-15
<PAGE>

         (o)      Real Property. Stablex conducts its business solely at the
                  Property and on the Lease Lands, Seaway conducts its business
                  solely at the Property and Gulfstream conducts its business
                  solely at the leased premises listed at Exhibit 5(1)(d), and
                  none of such parties use or occupy any other real or
                  immovable property, nor have Gulfstream, Stablex or Seaway
                  granted any other person any lease or other right of
                  occupancy with respect to the Property. All Permits required
                  have been issued to Stablex, Seaway, or Gulfstream as set out
                  in Section 5(1)(p) hereof and in Exhibit 5(1)(p) hereof, to
                  enable the real property to be lawfully occupied and used by
                  the Corporation for the purposes for which they are currently
                  occupied and used, the absence of which would have a Material
                  Adverse Effect, have been lawfully issued and are in full
                  force and effect, in all material respects. The Lease is in
                  full force and effect and is valid and binding on all parties
                  to the Lease and all rents and additional rents have been
                  paid and following completion of the transaction contemplated
                  herein Stablex will not be in breach of the terms and
                  conditions of the Lease and the Lease will still be in full
                  force and effect and be valid and binding on all parties to
                  the Lease.

         (p)      Permits. The Corporation owns or holds, unencumbered, all
                  licenses, permits, franchises, approvals, authorizations,
                  certificates of authorization, decrees, certificates of
                  occupancy and similar rights and privileges required by any
                  Governmental Entity (collectively "Permits") necessary for
                  the conduct of the business, where presently carried on,
                  except for those in respect of which the failure to hold same
                  would not constitute a Material Adverse Effect. The Permits,
                  if any, for each of Stablex, Seaway and Gulfstream are
                  identified in Exhibit 5(1)(p). All such Permits and more
                  particularly, but without limitation, the Operating Permit
                  with respect to Stablex, will remain with the relevant
                  Corporation upon the Closing Date and the consummation of the
                  transactions contemplated herein or therein will not create
                  any right of modification, limitation, termination or
                  revocation on the part of a third party granting such
                  Permits. None of Seaway, Gulfstream or Stablex is in
                  violation of or in default under any Permit except for any
                  violations or infringements which would not in the aggregate
                  constitute a Material Adverse Effect and except as disclosed,
                  if any, in Exhibit 5(1)(p).

         (q)      Intellectual Property Rights. Exhibit 5(1)(q) is a complete
                  and accurate list of all registered and unregistered
                  trademarks, service marks, trade names, patents, inventions,
                  trade secrets, copyrights, service marks, industrial designs,
                  applications for the registration thereof and other
                  industrial and intellectual property (collectively
                  "Intellectual Property") owned or licensed by the
                  Corporation, if any, and it does not use any other
                  Intellectual Property in connection with the conduct of its
                  business. To the Best of its Knowledge, the Corporation is
                  not infringing upon any Intellectual Property belonging to
                  any other Person and To the Best of its Knowledge, no person
                  is infringing upon the Intellectual Property owned by any of
                  them.

         (r)      Compliance with Laws. The conduct by the Corporation of its
                  business does not and has not violated or infringed any
                  applicable law, except for violations or infringements which
                  would not in the aggregate constitute a Material Adverse
                  Effect except as disclosed in Exhibit 5(1)(r).

         (s)      Litigation. Except as disclosed in Exhibit 5(1)(s), there
                  are no suits, written claims, actions (arbitration or
                  legal) or administrative or other proceedings or notice of
                  governmental investigations pending or, To the Best of its
                  Knowledge, threatened against the Corporation, its business
                  or any of their assets directly or indirectly before any
                  court or administrative agency or office. To the Best of
                  its Knowledge, there are no facts or circumstances which
                  could reasonably form

                                    PSA-16
<PAGE>

                  the basis of any such suits, claims, actions, proceedings, or
                  render the Corporation subject to any investigation or
                  proceedings by any governmental or regulatory authority.

         (t)      Insurance. Exhibit 5(1)(t) contains a list and brief
                  description of all insurance policies currently maintained by
                  the Corporation. The Corporation has not been refused
                  insurance coverage in the past and the Corporation has not
                  received any notice from any insurer, written or verbal, that
                  the current policies will not as regards the next renewal be
                  renewed on terms at least as favourable as the terms
                  currently applicable or which would have a Material Adverse
                  Effect. The Corporation is not in default with respect to
                  premium payments and has not failed to give any notice or
                  present any claims under any insurance policy in a due and
                  timely fashion. Part of Exhibit 5(1)(t) is a list of all
                  material claims with reasonable particulars made under any
                  policies of insurance maintained by the Corporation over the
                  past five calendar years.

         (u)      Surety. Exhibit 5(1)(u) contains a list and brief description
                  of all surety bonds posted by or on behalf of the
                  Corporation. Such bonds are in a form and amount satisfactory
                  to the Obligee thereof, constitute the only obligations of
                  the Corporation to provide surety bonds or any other like
                  financial assurance, and no surety has declined to issue, or
                  given notice of intent not to maintain or renew, any surety
                  bond.

         (v)      Environmental Matters.

                  (i)     Environmental Studies. The conduct by each of
                          Stablex, Seaway and Gulfstream of their respective
                          businesses does not violate any applicable
                          Environmental Laws, except for violations which
                          would not constitute a Material Adverse Effect and
                          except as disclosed in the documents listed in
                          Exhibit 5(1)(v)(i). To the Best of its Knowledge,
                          the properties and buildings currently or formerly
                          owned, leased or used, if any, by each of Stablex,
                          Seaway and Gulfstream (other than the waste
                          disposal site and the plant site) has never had
                          asbestos, asbestos containing materials, PCBs,
                          radioactive substances other than in their
                          naturally occurring state, or aboveground or
                          underground storage systems, active or abandoned,
                          located on, at or under them. The Corporation holds
                          all Permits required under applicable Environmental
                          Laws in connection with the operation of the
                          business and in accordance with Section 5(1)(p)
                          hereof and held by each of Seaway, Gulfstream and
                          Stablex as set forth in Exhibit 5(1)(p) hereof, the
                          absence of which would constitute a Material
                          Adverse Effect. To the Best of its Knowledge and
                          except as disclosed in the documents listed in
                          Exhibit 5(1)(v)(i), neither Stablex, Seaway or
                          Gulfstream is under any obligation to remedy
                          conditions pursuant to any applicable Environmental
                          Law and none has received any demand relating
                          thereto. None of the persons referred to in Section
                          2(1)(uu) has any knowledge that the properties
                          adjacent to the Property are contaminated. To the
                          Best of its Knowledge and except for instances
                          which would have no Material Adverse Effect on the
                          Corporation, there are no known or apprehended
                          conditions at or related to the Lease Lands that
                          would result in a violation of any Permits or that
                          would result in increased costs of, or reductions
                          in, operations conducted thereat by Stablex. To the
                          Best of its Knowledge and except for instances
                          which would have no Material Adverse Effect on the
                          Corporation (i) no properties adjacent to the
                          Property are contaminated as the result of any
                          action and/or omission by any of Stablex, Seaway or
                          Gulfstream; (ii) neither Stablex, Seaway or
                          Gulfstream has transported, removed or disposed of
                          any waste to a location

                                     PSA-17
<PAGE>

                          outside of Canada except as permitted or required by
                          Environmental Laws; (iii) except as permitted by
                          Environmental Laws for industrial use sites and
                          except as authorized under Environmental Laws for
                          Stablex, there are no contaminants located in the
                          ground or in ground water under the Property, and
                          (iv) Stablex has in place comprehensive
                          environmental management policies and Stablex is
                          complying, in all material respects, with all such
                          policies. The Vendors have heretofore delivered to
                          or given Purchaser access to the true and complete
                          copies of any environmental studies, surveys,
                          memorandums, annual reports to the Ministere de
                          l'Environnement du Quebec or other reports relating
                          to the Property or the business commissioned by or
                          requested or furnished to the Corporation during
                          the preceding five (5) year period preceding the
                          date of this Agreement, all of which are listed on
                          Exhibit 5(1)(v)(i), and none of the Vendors nor the
                          Corporation has possession or has a copy of any
                          other such environmental studies, surveys,
                          memorandums or other reports than those listed in
                          Exhibit 5(1)(v)(i); and

                  (ii)    Trust. Exhibit 5(1)(v)(ii) contains details of the
                          trust account established in the name of the Ministere
                          de l'Environnement du Quebec, pursuant to an agreement
                          therewith dated December 16, 1986 amended September
                          10, 1990 and November 16, 1994, which trust is fully
                          funded for all waste and contaminated soil treated by
                          Stablex up to the Closing Date, is in good standing
                          with the Ministere de l'Environnement du Quebec as at
                          the Closing Date, and is the only trust or trust
                          account required to be established by and in
                          connection with the operations conducted by Stablex.

         (w)      Financial Statements, Tax Liabilities and Tax Returns.

                  (i)     Tax Liabilities. The Corporation does not have any
                          liability, obligation or commitment for the payment of
                          Taxes, except those as are disclosed in the Financial
                          Statements or the Interim Financial Statement or such
                          Taxes not yet due as have arisen since the Balance
                          Sheet Date in the usual and Ordinary Course of
                          business and for which adequate provisions in the
                          accounts of the Corporation has been made, and they
                          are not in arrears with respect to any required
                          withholdings or instalment payments of any Tax of any
                          kind. Neither Revenue Canada Taxation nor any other
                          Canadian or U.S. taxing authority is now asserting or
                          threatening to assert any deficient or claim for
                          additional Taxes against the Corporation and there are
                          no disputes as to any Taxes payable by the Corporation
                          nor as to any matter which would have the Material
                          Adverse Effect of reducing any Tax loss carry forward
                          that may be available to either of them. There are no
                          actions, suits, proceedings, investigations or claims
                          now threatened or pending against the Corporation in
                          respect of Taxes nor are there any matters under
                          discussion with any Governmental Entity with respect
                          to Taxes, other than as set forth in Exhibit
                          5(1)(w)(i).

                  (ii)    Tax Returns. The Corporation has prepared and filed
                          with the appropriate governmental authorities all Tax
                          returns required to be filed and such returns are
                          correct and complete in all material respect; the
                          Corporation has paid or made provision for the payment
                          of all Taxes shown on such returns to be payable or
                          which have or may become due pursuant to any
                          assessment heretofore received by any of them, and the
                          provisions for all Taxes including, without
                          limitation, income taxes, reserved on its most recent
                          audited balance sheet are sufficient to cover all such
                          Taxes which have been assessed or reassessed against
                          any of them in respect of their business,


                                     PSA-18
<PAGE>

                          operations and property during the periods covered
                          thereby and all prior periods other than as set forth
                          in Exhibit 5(1)(w)(ii). The Corporation has not
                          executed or filed with any taxing authority any
                          agreement extending the period for assessment or
                          collection of any income or other Taxes. The
                          Corporation has withheld from each payment made to
                          their employees, officers and directors all deductions
                          required to be made therefrom and have paid same to
                          the proper Tax or other authorities.

                  (iii)   Financial Statements. The Vendors have delivered to
                          the Purchaser (a) the audited financial statements
                          of the Corporation for the periods ended December
                          31, 2004, 2003, and 2002 (hereinafter collectively
                          referred to as the "Financial Statements"); and (b)
                          the Interim Financial Statement. The Financial
                          Statements and the Interim Financial Statement have
                          been prepared in accordance with Canadian G.A.A.P.
                          consistently applied and reflect accurately the
                          transactions entered into the books and accounts of
                          the Corporation, as at the dates thereof.

         (x)      Employees.

                  (i)     Exhibit 5(1)(x)(i) sets forth, inter alia, the names,
                          ages, years of service with the Corporation and total
                          annual compensation of each employee as of the date of
                          this Agreement (including a breakdown of salary and
                          bonus, if any, and any accrued rights under any
                          Benefit Plan that would terminate pursuant to the
                          execution hereof and the consummation of the
                          transaction set out herein). All amounts due or
                          accrued due for all salary, wages, bonuses,
                          commissions, vacation with pay, pension benefits or
                          other employee benefits are reflected in the Interim
                          Financial Statements.

                  (ii)    The Purchaser has taken cognizance of Exhibit
                          5(1)(x)(i) and acknowledges that the Corporation will
                          maintain the current salary levels and will recognize
                          the years of service with the Corporation. The
                          foregoing provision shall not mitigate or affect the
                          right of the Corporation and/or the Purchaser's right
                          to modify compensation arrangements (whether base
                          salary, bonus, pension or other benefits) or terminate
                          the employment of any employees of any of them in
                          accordance with the provisions of the Quebec Civil
                          Code and/or the Quebec Labour Standards Act and/or
                          applicable U.S. legislation pertaining to verbal
                          employment agreements of indeterminant terms.

                  (iii)   The Purchaser acknowledges and agrees that each of the
                          Vendors make no representation or warranty that any
                          such person will not resign or voluntarily terminate
                          employment with the Purchaser with the exception of
                          those persons identified in Exhibit 5(1)(x)(iii).

         (y)      Labour Relations.

                  (i)     To the Best of its Knowledge, other than as set
                          forth in Exhibit 5(1)(y)(i), there are no
                          outstanding complaints, grievances, claims, work
                          orders or investigations relating to employment and
                          employment practices, terms and conditions of
                          employment, and wages and hours.

                  (ii)    Except as set forth in Exhibit 5(1)(y)(ii), there is
                          no collective agreement, written employment or
                          consulting agreement or severance contract,
                          arrangement or understanding to which the
                          Corporation is a party as of the date of this
                          Agreement and no collective bargaining


                                     PSA-19
<PAGE>

                          agreement is currently being negotiated with any
                          employees of the Corporation. No union representation
                          question exists respecting employees, and there is no
                          labour strike, dispute, work slowdown or work stoppage
                          pending or involving the Corporation.

         (z)      Benefit Plans.

                  (i)     The list and description of Benefit Plans in Exhibit
                          5(1)(z) is a complete and accurate list and
                          description of all Benefit Plans applicable to
                          employees of the Corporation or Stablex together with
                          all amendments that have been made to such plans since
                          their inception and all of the employee benefit
                          booklets relating thereto.

                  (ii)    There are no outstanding defaults or violations by the
                          Corporation of any obligation required to be performed
                          by any of them in connection with any Benefit Plan
                          listed in Exhibit 5(1)(z), except for defaults or
                          violations, which would not constitute a Material
                          Adverse Effect. All Benefit Plans have been duly
                          registered where required by, and are in good standing
                          under, all applicable legislation and the Corporation
                          has fulfilled its funding obligations under all such
                          plans and no past service funding liabilities exist
                          thereunder and each Benefit Plan which is a funded
                          plan is fully funded on a solvency basis and has a
                          deficiency of $126,000 and no more on a going concern
                          basis. There are not written notices of any pending
                          investigations by any Governmental Entity, termination
                          proceedings or other written claims (except claims for
                          benefits payable in the normal operation of the
                          Benefit Plans), suits or proceedings against or
                          involving any Benefit Plan or asserting any rights or
                          claims to benefits under any Benefit Plan, and To the
                          Best of its Knowledge, there is no basis for any such
                          claims, suits or proceedings.

                  (iii)   No promises or commitments have been made by the
                          Corporation or the Vendors to amend any Benefit Plan
                          in any material respect or to provide increased
                          benefits thereunder or to create any additional
                          Benefit Plan.

         (aa)     Suppliers and Customers. Since the Balance Sheet Date, no
                  supplier or customer of any of the Corporation has
                  terminated, or threatened in writing to terminate, its
                  relationship with any of the Corporation, which would have a
                  Material Adverse Effect on any of them.

         (bb)     Relations with Related Parties. Except as disclosed on
                  Exhibit 5(1)(bb), none of the Vendors nor any party with whom
                  such Vendor does not act at arm's length (as such term is
                  defined in the Income Tax Act (Canada)) (i) owns any material
                  properties, tangible or intangible, which are or have been
                  used by the Corporation in the conduct of its business; or
                  (ii) sells, leases or otherwise provides any material goods
                  or services to the Corporation, or vice versa.

         (cc)     Contracts. Exhibit 5(1)(cc) is a true and complete list and
                  description as at the date hereof of all written contracts
                  and commitments (excluding purchase orders or supply
                  contracts of less than CDN $200,000) to which the Corporation
                  is a party or by which any of them is bound and which is:

                  (i)     any Contract having a value or requiring expenditure
                          annually in excess of CDN$200,000;


                                    PSA-20
<PAGE>

                  (ii)    any continuing Contract for the purchase of materials,
                          supplies, equipment or services involving in the case
                          of any such Contract more than CDN$200,000 over the
                          life of the Contract;

                  (iii)   any Contract which expires or may be renewed at the
                          option of any person other than the Corporation so as
                          to expire more than one year after the date of this
                          Agreement;

                  (iv)    any trust indenture, mortgage, promissory note, loan
                          agreement or other Contract for the borrowing of
                          money, any currency exchange, interest rate,
                          commodities or other hedging arrangement or any
                          leasing transaction of the type required to be
                          capitalized in accordance with GAAP;

                  (v)     any confidentiality, secrecy or non-disclosure
                          Contract (except for any such Contract with suppliers
                          and customers entered into in the ordinary course,
                          which contain confidentiality, secrecy or
                          non-disclosure provisions) or any Contract limiting
                          the freedom of the Corporation to engage in any line
                          of business, compete with any other Person, solicit
                          any Persons for any purpose, operate its assets at
                          maximum production capacity or otherwise conduct its
                          business;

                  (vi)    any Contract pursuant to which the Corporation is a
                          lessor of any machinery, equipment, motor vehicles,
                          office furniture, fixtures or other personal property;

                  (vii)   any Contract with any Person with whom the Corporation
                          or the Vendor does not deal at arm's length within the
                          meaning of the Tax Act;

                  (viii)  any agreement of guarantee, support, indemnification,
                          assumption or endorsement of, or any similar
                          commitment with respect to, the obligations,
                          liabilities (whether accrued, absolute, contingent or
                          otherwise) or indebtedness of any other Person; and

                  (ix)    any Contract made out of the Ordinary Course.

                  The Corporation and each of the other Parties have performed
                  all obligations to be performed under all Contracts, and
                  neither of the Corporation nor any other party thereto is in
                  default under any provision of such Contracts, and no event
                  has occurred which constitutes, or which with the passage of
                  time or the giving of notice or both will constitute, a
                  breach or default under any provision thereof or which would
                  permit the acceleration or termination of any obligation of
                  any party thereto or the creation of any lien or encumbrance
                  upon any asset of the Corporation or which would give rise to
                  any of the foregoing upon the giving of notice or lapse of
                  time or both. The copies of each of the Contracts delivered
                  by the Vendors to the Purchaser represent the full and
                  complete text thereof and have not been amended or modified,
                  nor have any provisions thereof or rights of any party
                  thereto been waived. Each of the Contracts was entered in a
                  bona fide transaction in the Ordinary Course of the business
                  of the Corporation.

         (dd)     Canadian Resident. Each of the Vendors is a resident of
                  Canada within the meaning of the Income Tax Act (Canada),
                  with the exception of John T. Corcia, Corcia Family
                  Irrevocable Trust, Joseph Hartman Restated Revocable Trust,
                  John Jenchura and Steve Bruni with respect to which the tax
                  certificates under Section 116 of the Income Tax Act (Canada)
                  and the equivalent provincial certificates, if required, will
                  be obtained prior to Closing failing which withholding
                  amounts shall be kept in escrow in accordance with applicable
                  laws and further pursuant to the terms of the escrow
                  agreement set forth in Exhibit 5(1)(dd) herein.

                                    PSA-21
<PAGE>

         (ee)     Contract Liability. Except as disclosed in Exhibit 5(1)(ee),
                  there is not and there has not been during the past three
                  years any action, suit, written inquiry, proceeding or
                  investigation by or before any court or governmental or other
                  regulatory or administrative agency or commission pending or,
                  To the Best of its Knowledge, threatened against or involving
                  the Corporation relating to any service alleged to have been
                  rendered or sold by the Corporation and alleged to have been
                  improperly rendered or sold, and none of the Vendors nor any
                  of the Corporation knows or has any reason to know of any
                  basis for any such action, proceeding or investigation.

         (ff)     Purchase Orders and Customer Documents. Attached hereto as
                  Exhibit 5(1)(ff) is (a) a copy of each form of purchase order
                  used by Stablex during the past three years which sets forth
                  terms and conditions for the purchase of services, and (b)
                  each Stablex standard form used for customer's contract,
                  quotation, order acknowledgement and invoice used by Stablex
                  during the past three (3) years which sets forth terms and
                  conditions for the sale of services.

         (gg)     No Broker's Fee. The Corporation has not incurred any
                  obligation or liability for broker's or finder's fees with
                  respect to the transaction contemplated hereby.

         (hh)     Subsidiaries. None of Seaway, Stablex or Gulfstream has,
                  directly or indirectly, any ownership or other interest in,
                  or control of any corporation, partnership, joint venture,
                  business association or other entity.

         (ii)     Accounts Receivable. All Accounts Receivable are bona fide,
                  and, subject to an allowance for doubtful accounts that has
                  been reflected on the books of the Corporation in accordance
                  with Canadian G.A.A.P. and consistent with past practice,
                  collectible without set-off or counterclaim.

         (jj)     List of Customers. Exhibit 5(1)(jj) is a true and correct
                  list of the top 25 customers of the Corporation for the 2004
                  financial year and the first quarter of 2005 by dollar amount
                  of sales and of all the sales contracts, commitment letters
                  and purchase orders entered into with such customers; true
                  and complete copies of such sales contracts, commitment
                  letters and purchase orders have been delivered to the
                  Purchaser

           Section 6  Representations, Warranties and Additional Covenants
                      of the Purchaser.

                  The Purchaser hereby represents and warrants to the Vendors
                  that the following representations and warranties are true
                  and accurate:

         (a)      Corporate organization and authority. The Purchaser is a
                  validly existing corporation, is current with respect to
                  filings required under the laws of its jurisdiction of
                  incorporation and has all of the requisite corporate power
                  and authority to own, lease and operate its properties and
                  carry on its business as now being conducted.

         (b)      Authority of the Purchaser to enter into Agreement. The
                  Purchaser has the legal power, capacity and authority to
                  enter into this Agreement and consummate the transactions
                  contemplated hereby. The execution and delivery of this
                  Agreement and the performance of obligations of the Purchaser
                  hereunder will not, with or without the giving of notice
                  and/or the passage of time:

                  (i)     violate any provision of law applicable to the
                          Purchaser or its Constating Documents, with which
                          the failure to comply would be material to the
                          transactions contemplated hereby;

                                    PSA-22
<PAGE>

                  (ii)    require any consent or approval of, or any filing
                          with or notice to, any governmental authority under
                          any provision of law applicable to the Purchaser,
                          which has not been previously obtained and in
                          respect of which the failure to obtain same would
                          be material to the transactions contemplated
                          hereby;

                  (iii)   conflict with or result in a default of any
                          provision of any agreement or instrument, which
                          would be material to the transactions contemplated
                          hereby, to which the Purchaser is a party or by
                          which the Purchaser may be bound. This Agreement
                          constitutes a valid and binding obligation of the
                          Purchaser enforceable against the Purchaser in
                          accordance with its terms, subject to applicable
                          bankruptcy, insolvency and other similar laws
                          relating to or affecting the enforcement of
                          creditors' rights generally, and principles of
                          equity.

         (c)      Investment Canada Act. The Purchaser is not a non-Canadian
                  within the meaning of the Investment Canada Act.

         (d)      No Broker's Fees. The Purchaser has not incurred any
                  obligation or liability for broker's fees or finder's fees
                  with respect to the transaction contemplated hereby.

           Section 7  Conduct of Business Prior to Closing.

      During the Interim Period, the Vendors will cause the Corporation to
conduct the business in the Ordinary Course. Without limiting the generality of
this Section 7, the Vendors will cause the Corporation to:

         (a)      Subject to the representation and warranty in Section
                  5(1)(x)(iii), use its best efforts to preserve intact the
                  current business organization of the Corporation, keep
                  available the services of the present employees and agents of
                  the Corporation and maintain good relations with, and the
                  goodwill of, suppliers, customers, landlords, creditors,
                  distributors and all other Persons having business
                  relationships with the Corporation;

         (b)      confer with the Purchaser concerning operational matters of a
                  material nature;

         (c)      use reasonable efforts consistent with past practice to
                  retain possession and control of its Assets and preserve the
                  confidentiality of any confidential or proprietary
                  information of the business or the Corporation;

         (d)      conduct the business in such a manner that on the Closing
                  Date, the representations and warranties of the Vendors
                  contained in this Agreement shall be true, correct and
                  complete as if such representations and warranties were made
                  on and as of such date; and

         (e)      otherwise periodically report to the Purchaser concerning the
                  state of the business and the Corporation.

           Section 8   Exclusive Dealing.

      During the Interim Period, the Vendors shall not, directly or indirectly,
solicit, initiate, or encourage any inquiries or proposals from, discuss or
negotiate with, provide any non-public information to, or consider the merits
of any inquiries or proposals from, any Person (other than the Purchaser)
relating to any transaction involving the sale of any shares of the Vendors or


                                    PSA-23
<PAGE>

the Corporation or any of them or the sale of the business or any of the Assets
(other than as permitted in this Agreement).

           Section 9   Request for Consents.

      The Vendors will use all reasonable efforts to obtain, prior to Closing,
all Consents. Such Consents shall be upon such terms as are acceptable to the
Purchaser, acting reasonably. The Purchaser will co-operate in obtaining such
Consents.

           Section 10   Risk of Loss.

      If, prior to the Closing, all or any material part of the Assets are
destroyed or damaged by fire or any other casualty or are appropriated,
expropriated, seized or operations thereof or thereat are required to cease by
any Governmental Entity, the Purchaser shall have the option, exercisable by
notice in writing given within four Business Days of the Purchaser receiving
notice in writing from the Vendors of such destruction, damage, expropriation
or seizure:

         (a)      to reduce the Purchase Price by an amount equal to the cost of
                  repair, or, if destroyed or damaged beyond repair, by an
                  amount equal to the replacement cost of the Assets so damaged
                  or destroyed and to complete the purchase provided all
                  proceeds of insurance, including, but not limited to, all
                  proceeds of any business interruption insurance, for such
                  damage, destruction and business loss for any period prior to
                  the Closing Date are paid to the Vendors immediately upon
                  receipt;

         (b)      to complete the transaction contemplated in this Agreement
                  without reduction of the Purchase Price, in which event (i)
                  all proceeds of any insurance (other than business
                  interruption insurance as provided in (ii) below) or
                  compensation for expropriation or seizure shall be retained by
                  the Corporation, and (ii) all proceeds of any business
                  interruption insurance which compensates for business lost
                  during the Interim Period less the sum of all deductibles on
                  all other insurance shall be paid to the Vendors immediately
                  upon receipt; or

         (c)      of terminating this Agreement and not completing the
                  transaction contemplated in this Agreement, in which case all
                  obligations of the Purchaser and the Vendors shall terminate
                  immediately upon the Purchaser giving notice as required
                  herein.

           Section 11   Conditions Precedent.

(1)      The obligation of the Purchaser to proceed with the Closing is subject
         to each of the conditions hereinafter set forth, all of which are
         agreed to be material and are inserted for the exclusive benefit of
         the Purchaser, and may be waived in whole or part by the Purchaser,
         provided that any waiver, to be effective, must be in writing:

         (a)      the Purchaser shall have been furnished with an opinion of the
                  counsel of the Vendors, dated the Closing date, acceptable to
                  the Purchaser and the Purchaser's counsel, acting reasonably;

         (b)      all requisite action of the Vendors and the Corporation shall
                  have been taken to approve the transfer of the Purchased
                  Shares and all the directors and officers of the Corporation
                  shall have resigned;

         (c)      the Shareholders Agreement referred to in Section 5(1)(g)
                  shall be terminated;

         (d)      the Management Services Agreement between Stablex and
                  Gulfstream shall have been terminated;

                                     PSA-24
<PAGE>

         (e)      the Purchaser shall have received a certificate, dated the
                  Closing Date, confirming that the representations and
                  warranties of the Vendors in this Agreement are true and
                  accurate as if made at and as of the Closing, and that the
                  Vendors have complied with all the covenants and agreements
                  and satisfied all the conditions on its part to be performed
                  or satisfied at or prior to the Closing;

         (f)      the Vendors, Seaway, Stablex and Gulfstream and the resigned
                  directors and officers shall have executed and delivered
                  mutual releases to the satisfaction of the Parties;

         (g)      each of the Vendors having delivered an executed copy of a
                  letter of agreement acknowledging such Vendor's commitment set
                  forth in Section 14(6) of this Agreement;

         (h)      estoppel certificate or landlord's acknowledgement in
                  connection with the Lease;

         (i)      the settlement of all outstanding obligations (i) with the
                  Vendors, John T. Corcia and Joseph Hartman under existing
                  employment agreements and compensation arrangements,
                  including, without limitation, the termination thereof and
                  resignation from employment of Joseph Hartman and (ii) under
                  any transaction advisors contract (except for such contracts
                  with Serge St-Laurent and Ed Wheeler) and termination of said
                  agreements and delivery of mutual releases prior to Closing
                  without cost to Seaway, Stablex, Gulfstream or the Purchaser;

         (j)      execution of an employment agreement and non-competition
                  agreement in the form of Exhibit 4(5) by John T. Corcia, the
                  execution and delivery of a non-competition agreement with
                  each Vendor and with Joseph Hartman substantially in the form
                  of Exhibit 4(7) and the execution of an employment agreement
                  with Roger Gibb;

         (k)      Purchaser having received financing by way of debt financing,
                  sufficient to complete the transaction on terms satisfactory
                  to Purchaser; a copy of the executed engagement letter
                  delivered to the Vendors on the date of execution hereof is
                  attached hereto as Exhibit 11(1)(k);

         (l)      necessary regulatory approvals, if any, having been obtained
                  on terms satisfactory to Purchaser, such approvals being
                  listed in Exhibit 11(1)(l);

         (m)      all consents and authorizations having been obtained on terms
                  acceptable to Purchaser, such approvals being listed in
                  Exhibit 11(1)(m);

         (n)      no Material Adverse Effect having occurred during the Interim
                  Period;

         (o)      Purchaser being satisfied with the repayment of all
                  indebtedness for borrowed money and the release and discharge
                  of all related security interests of each of Seaway, Stablex
                  and Gulfstream on or prior to Closing and any other financial
                  instrument, to be settled prior to Closing including any swap
                  instruments;

         (p)      satisfaction by Purchaser that the business has been conducted
                  in the Ordinary Course of business during the Interim Period
                  including, without limitation, not having completed, incurred,
                  or committed to any distributions of dividends or bonuses,
                  sale of assets out of the Ordinary Course, capital
                  expenditure, (other than those capital expenditures disclosed
                  in Exhibit 11(1)(p)), increase in wages, settlement of
                  litigation or reduced insurance coverage;

                                     PSA-25
<PAGE>

         (q)      the transfer of the assets of Gulfstream described in Exhibit
                  11(1)(q) to John T. Corcia and the assumption by John T.
                  Corcia of the Gulfstream office space lease shall have been
                  completed on terms satisfactory to the Purchaser;

         (r)      Purchaser being satisfied that the minute book deficiencies
                  have been rectified.

(2)      In the event that any of the conditions precedent set forth in Section
         11(1) shall not have been fulfilled or performed on or prior to the
         Closing Date, otherwise than as a result of a cause attributable to
         the Purchaser, the Purchaser shall have the option either to terminate
         the Agreement, on or prior to the Closing Date, by notice in writing
         to the Vendors, or proceed with the Closing provided that the waiver
         of any condition shall be without prejudice to any other right of the
         Purchaser hereunder or at law. Notwithstanding the preceding, either
         party shall have the option to postpone the Closing Date for a maximum
         of 15 days in order to fulfill and/or perform the conditions set forth
         in Section 11(1) to the extent that such conditions are capable of
         being fulfilled and/or performed.

(3)      The Vendors' obligation to proceed with the Closing is subject to the
         conditions hereinafter set forth, all of which are agreed to be
         material and are inserted for the Vendors' exclusive benefit, and may
         be waived in whole or part by the Vendors, provided that any waiver,
         to be effective, must be in writing:

         (a)      all consents, approvals and waivers required for the Closing,
                  in the opinion of the Vendors, shall have been obtained, such
                  consents, approvals and waivers being listed in Exhibit
                  11(3)(a);

         (b)      all requisite corporate actions of the Purchaser shall have
                  been taken to approve the transfer of the Purchased Shares;

         (c)      the Vendors shall have been furnished with an opinion of the
                  Purchaser's counsel, dated the Closing Date, acceptable to
                  Vendors and Vendors' counsel, acting reasonably;

         (d)      the Vendors, Seaway, Stablex and Gulfstream and the resigned
                  directors and officers shall have executed and delivered
                  mutual releases to the satisfaction of the Parties;

         (e)      the Corporation and the Vendors shall have executed mutual
                  releases to the satisfaction of the Parties, such releases to
                  exclude the performance of any obligations stipulated herein
                  or in any document referred to or contemplated hereby or
                  necessary or useful for the transactions set out herein;

         (f)      the Vendors shall have received a certificate from the
                  Purchaser, dated the Closing Date, confirming that the
                  representations and warranties of the Purchaser in this
                  Agreement are true and accurate as if made at and as of the
                  Closing, and that the Purchaser has complied with all the
                  covenants and agreements and satisfied all the conditions on
                  its part to be performed or satisfied at or prior to the
                  Closing.

(4)      In the event that any of the conditions precedent set forth in Section
         11(3) shall not have been fulfilled and/or performed on or prior to
         the Closing Date, otherwise than as a result of the Vendors' default,
         the Vendors shall have the option either to terminate the Agreement,
         on or prior to the Closing Date, by notice in writing to the
         Purchaser, or proceed with the Closing, provided that the waiver of
         any condition be without prejudice to any other rights of the Vendors
         hereunder or at law. Notwithstanding the preceding, either party shall
         have the option to postpone the Closing Date for a maximum of 15 days
         in order to fulfill and/or perform the conditions set forth in Section
         11(3) to the extent that such conditions are capable of being
         fulfilled and/or performed.

                                     PSA-26
<PAGE>

           Section 12   Acknowledgement by the Purchaser.

(1)      The Purchaser hereby acknowledges that it has been permitted by the
         Vendors to conduct an examination of the Books and Records,
         operations, property, contracts and prospects of the Corporation, as
         well as the information contained in the Confidential Information
         Memorandum dated and current as of August 14, 2003 prepared by the
         Corporation, and further acknowledges having been supplied with all
         additional information requested by it. The Purchaser has not
         formulated the opinion that any of the representations and warranties
         set forth in Section 5 hereof are incorrect in any material respect
         but the Purchaser makes no representation or warranty that information
         received or due diligence completed does not or will not disclose,
         result in or give rise to a misrepresentation or a breach of warranty
         by the Vendors. Purchaser undertakes to advise Vendors immediately if
         any information or due diligence received by it prior to the Closing
         Date constitutes or could, immediately or with the passing of time,
         constitute a breach of any representation or warranty hereunder. The
         Purchaser hereby further acknowledges that the aforementioned
         information supplied to it, whether verbally or in writing, does not
         in any way extend, add to or modify the representations and warranties
         of the Vendors contained in this Agreement or in any certificate
         delivered to the Purchaser pursuant hereto.

(2)      The Vendors hereby acknowledge that such examinations and information
         undertaken by the Purchaser or its agents shall not serve to diminish
         the liability of the Vendors occasioned by the Vendors' breach of any
         representations and warranties made by the Vendors pursuant to the
         provisions of this Agreement, or otherwise prevent the Purchaser from
         enforcing the obligations of the Vendors pursuant to this Agreement,
         it being understood and agreed that the Purchaser's purchase of the
         Purchased Shares pursuant to this Agreement shall be in reliance upon
         such representations and warranties.

           Section 13   Survival of Representations and Warranties.

All representations, warranties, covenants, obligations and agreements of each
of the Parties and in any certificate to be delivered pursuant hereto shall
survive the Closing as follows:

         (a)      subject to Section 13(c), the representations and warranties
                  relating to any Tax Claim as set out in Section 5(1)(w) shall
                  survive until the later of (i) the date upon which the
                  liability to which any such Tax Claim may relate is barred by
                  all applicable prescription or statutes of limitation (after
                  taking into account any extensions, provided same have not
                  been requested by the Purchaser or the Corporation subsequent
                  to the date hereof), and (ii) the date upon which any claim
                  for refund or credit related to such Tax Claim is barred by
                  all applicable prescription or statutes of limitations. After
                  such period, neither of the Parties shall have any further
                  liability hereunder with respect to such representations and
                  warranties except with respect to Tax Claims made within such
                  period in accordance with the terms of this Agreement;

         (b)      subject to Section 13(c), all of the other representations and
                  warranties contained in this Agreement shall survive for a
                  period of two (2) years from the Closing Date;

         (c)      any representation and warranty involving fraud or fraudulent
                  misrepresentation by the Party giving that representation and
                  warranty will survive and continue in full force and effect
                  without limitation of time; and

         (d)      all covenants, obligations and agreements of the Parties
                  contained in this Agreement shall survive the Closing in
                  accordance with the terms and conditions applicable thereto
                  and in accordance with applicable laws.

                                     PSA-27
<PAGE>

         After the end of such applicable time periods specified herein
         relating to representations and warranties, neither of the Parties
         shall have any further liability hereunder with respect to such
         representations and warranties except with respect to claims made in
         writing within such applicable time period in accordance with the
         terms of Section 14.

           Section 14   Indemnification.

(1)      Subject to Section 13, in the event of any inaccuracy in or breach of
         any representation or warranty contained in Section 5 or in the
         certificate to be delivered to the Purchaser pursuant to Section
         11(1)(e), or any failure of the Vendors to duly perform or observe any
         obligation, term, provision or condition on its part to be performed
         or observed pursuant to or in connection with the Agreement, the
         Vendors hereby agree to indemnify and save and hold the Purchaser free
         and harmless from and against any direct liability, damage or loss
         (including reasonable legal fees and other costs and expenses
         incidental to any suit, action or proceeding instituted against the
         Purchaser or the Corporation) in connection therewith or resulting
         therefrom.

(2)      Subject to Section 13, in the event of any inaccuracy in or breach of
         any representation or warranty contained in Section 6, or any failure
         of the Purchaser to duly perform or observe any obligation, term,
         provision or condition on its part to be performed or observed
         pursuant to or in connection with the Agreement, the Purchaser agrees
         to indemnify and save and hold the Vendors free and harmless from and
         against any direct liability, damage or loss (including reasonable
         legal fees and other costs and expenses incidental to any suit, action
         or proceeding instituted against the Vendors) in connection therewith
         or resulting therefrom.

(3)      The Party seeking indemnification shall notify the indemnifying party
         in writing, with due diligence. Any failure to promptly notify the
         indemnifying party of any such claim shall reduce the obligation of
         the indemnifying party hereunder only if, and to the extent that, the
         indemnifying party is prejudiced by such failure. The indemnifying
         party may elect to compromise or defend, at its own expense and by its
         own counsel, any liability, damage or loss for which indemnification
         is sought hereunder, provided that the indemnifying party agrees in
         writing that such liability, damage or loss is entirely within the
         ambit and covered by the indemnification herein provided. The
         indemnifying party may make such election by giving written notice to
         the Party seeking indemnification within 30 days of its receipt of
         written notice from the Party seeking indemnification. The Party
         seeking indemnification shall cooperate, at the expense of the
         indemnifying party, in the compromise of, or defence against, any
         asserted claim of liability, damage or loss that the indemnifying
         party elects to defend or compromise. Notwithstanding the foregoing,
         the indemnifying party may not compromise any asserted claim of
         liability, damage or loss without the prior written Consent of the
         Party seeking indemnification, unless the terms of such compromise (i)
         include as a condition thereof the complete release of the Party
         seeking indemnification and (ii) do not require the Party seeking
         indemnification to undertake any action other than the execution and
         delivery of mutual releases, a stipulation of settlement and similar
         documents. If the indemnifying party elects not to compromise or
         defend the asserted claim of liability, damage or loss, fails to
         notify the Party seeking indemnification of its election as provided
         herein or contests its obligation to indemnify, the Party seeking
         indemnification may pay, compromise or defend such asserted claim of
         liability, damage or loss, without prejudice to the right of the
         indemnifying party to dispute its obligation to indemnify hereunder.
         Notwithstanding anything to the contrary in this Section 14, the
         indemnifying party (if it elects not to participate in the defence of
         an asserted claim of liability, damage or loss and provided that the
         Party seeking indemnification elects to defend an asserted claim of
         liability, damage or loss) shall have the right, at its option and at
         its expense, to participate in (but not control) the defence and
         settlement of any asserted claim of liability, damage or loss
         hereunder. In the event of any claim which may involve potential
         liability for both the Purchaser and the Vendors, both the Purchaser
         and the Vendors shall be entitled to participate jointly in the
         defence of such claim and neither the Purchaser nor the Vendors shall
         compromise or settle any such claim without


                                     PSA-28
<PAGE>

         the consent of the other (which consent shall not be unreasonably
         withheld). The Purchaser hereby agrees to cause to be made available to
         the Vendors all files, records and information under the control of the
         Purchaser and the Corporation and provide, and cause the Corporation to
         provide, all such co-operation that may reasonably be required by the
         Vendors in connection with any claim for indemnification.

(4)      In the event that any claim contemplated herein is covered by
         insurance, the right to dispute and contest such claim shall avail
         first to such insurer. In calculating the amount of any liability,
         damage or loss with respect to which either Party seeks
         indemnification hereunder, the amount of such liability, damage or
         loss shall be reduced by the amount, if any, of any payments made
         under any insurance policies maintained by the Corporation or the
         Purchaser with respect to such liability, damage or loss.

(5)      Notwithstanding anything contained herein, the Purchaser shall not be
         entitled to indemnification pursuant to this Section 14 in respect of
         any breach of any representation or warranty of the Vendors to the
         Purchaser pursuant hereto, until the amount payable by the Vendors in
         connection with its indemnification obligations under this Section 14
         exceeds the sum of US $477,430 plus CDN $137,340 in the aggregate, and
         once it exceeds such the aggregate sum, the Vendors shall be liable
         from the first dollar of all claims including for such aggregate
         amount of US $477,430 plus CDN $137,340. In calculating the amount of
         any claims pursuant to Section 14 for purposes of determining whether
         the amount of such claims exceeds the sum of US $477,430 plus CDN
         $137,340 in the aggregate, the amount of any such claim shall be
         determined without regard to Material Adverse Effect, material or
         other words limiting a particular representation and warranty. In no
         event shall Vendors be liable to pay Purchaser any amount exceeding
         the amount of the sum of US $4,774,300 plus CDN $1,373,400. Further,
         in no event shall any Vendor be liable to pay Purchaser more than his,
         her or its pro rata portion of such amount.

(6)      Each of the Vendors covenants with the Purchaser that, for a period of
         two years following Closing he, she or it, as the case may be, shall
         not transfer by way of gift or otherwise an amount exceeding the sum
         of US $42,968,700 plus CDN $12,360,600 of the aggregate Purchase Price
         received or to be received by such Vendor without having first
         received full consideration for any such excess amount transferred by
         such Vendor based on the fair market value of the assets received by
         such Vendor as consideration for the transfer of any such excess
         amount.

(7)      With the exception of claims based upon fraud, the indemnification
         provisions contained in this Section 14 constitute the sole and
         exclusive remedies and recourse of each Party with respect to the
         inaccuracy in or breach of any representation or warranty of, or any
         failure to duly perform or observe any term, provision or condition
         by, the other Party hereto.

(8)      The Parties agree to provide each other with such assistance as may
         reasonably be requested in connection with Tax matters relating to any
         taxable period including, without limitation, providing information
         with respect to the preparation of any Tax return, any audit or other
         examination by any taxing authority, or any judicial or administrative
         proceeding relating to liability for Taxes, or any Tax Claim. The
         Purchaser will cause the Corporation to retain all Books and Records
         that relate to any Tax return, audit or examination, proceedings, or
         determination of the Corporation or Stablex for a period of not less
         than six years following the filing date of such Tax return, shall
         thereafter give the Vendors at least 30 days' notice prior to
         destroying any such records and shall, at the request and expense of
         the Vendors, turn over any such records to the Vendors instead of
         destroying them.

(9)      Notwithstanding anything contained herein, there shall be no
         indemnification with respect to any liability, damage or loss arising
         as a consequence of the retroactive effect, to any period of time
         prior to the Closing Date, of any federal, state, provincial, local,
         municipal or foreign laws, principles of civil law, regulations or
         codes, or orders, decrees, rules (having the force


                                    PSA-29
<PAGE>

         of law), judgments or injunctions issued, promulgated, approved or
         entered into on, or at any time subsequent to, the Closing Date.

           Section 15   Notices.

         Any notice, or other communication to be given hereunder shall be
deemed to have been received the next working day if sent by facsimile
transmission or three days after remitting for delivery to Federal Express or
any other recognized international messenger service, at the following
addresses:

       ----------------------------------------------------------------------
      | if to the Vendors:           |   Seaway TLC Inc.                     |
      |                              |   2401 PGA Boulevard,                 |
      |                              |   Suite 260                           |
      |                              |   Palm Beach Gardens, Florida 33410   |
      |                              |                                       |
      |                              |   Attention:   Mr. John T. Corcia     |
      |                              |   Telecopier:  (561) 694-8325         |
      |                              |   E-mail:  stablexc@bellsouth.net     |
      |                              |                                       |
      | -----------------------------|- -------------------------------------|
      |  if to the Purchaser:        |   Marsulex Inc.                       |
      |                              |   111 Gordon Baker Road               |
      |                              |   Suite 300                           |
      |                              |   North York, Ontario M2H 3R1         |
      |                              |                                       |
      |                              |   Attention:   Laurie Tugman          |
      |                              |   Telecopier:  (416) 496-4155         |
      |                              |   E-mail:  ltugman@marsulex.com       |
       ----------------------------------------------------------------------


         Either Party may change at any time its address by notice to the other
Party given in accordance with this Section.

           Section 16   Concluding Provisions.

(1)      This Agreement shall be governed by and construed and enforced in
         accordance with the laws of the Province of Quebec, and the federal
         laws of Canada applicable therein.

(2)      Except as provided for in Section 4(3)(d), any litigation based on or
         arising in connection with this Agreement shall be brought and
         maintained exclusively in the courts of the Province of Quebec or the
         federal courts of Canada, in Montreal. Each Party hereto hereby
         expressly and irrevocably submits to the jurisdiction of the aforesaid
         courts for the purpose of any such litigation. The Purchaser hereby
         expressly and irrevocably waives any objection which it may now or
         hereafter have to such choice of venue including, without limitation,
         any objection based on such choice being an inconvenient forum.

(3)      The Parties agree to perform such acts and execute and deliver such
         writings as may be necessary or desirable from time to time in order
         to give full effect to the provisions hereof including, without
         limitation, the timely filing and diligent prosecution of all
         applications and notices and the timely furnishing of all information
         required to obtain such consents and authorizations as are necessary
         or desirable for the Closing.

(4)      The provisions hereof shall be binding upon and inure to the benefit
         of the Parties and their respective successors and assigns, however,
         none of the Parties may assign or transfer any of its rights or
         obligations hereunder without the express prior written consent of the
         other.

                                    PSA-30
<PAGE>

(5)      The provisions hereof and the confidentiality agreement previously
         signed and dated January 13, 2005 between the Parties constitute the
         entire understanding and agreement between the Parties in connection
         with the matters contemplated herein. All previous communications
         between the Parties, whether written or verbal, relative to the
         subject matter hereof (other than the confidentiality agreement
         referred to hereinabove), are superseded and replaced hereby. Without
         in any way limiting the generality of the foregoing, the Parties
         acknowledge that there are no representations, warranties, promises or
         covenants, whether express or implied, legal or conventional, relating
         to the matters contemplated herein, not embodied herein, which are of
         any force or effect. No modification of the terms hereof shall be
         binding upon a Party unless made in writing and signed by such Party.

(6)      Unless the text thereof has been approved by the Parties, acting
         reasonably, no announcement or disclosure of the transaction
         contemplated hereby or the details thereof shall be made by either
         Party, other than for such announcements and disclosures as are
         required by its senior management, legal, accounting and other
         professional advisors (all of whom the Purchaser shall cause to agree
         to be bound by the provisions of this Section) and the appropriate
         governmental agencies, or are required by applicable law (provided
         that the Party under such legal obligation shall have provided the
         other Party and its counsel such time as is appropriate in the
         circumstances to review any proposed public disclosure).

(7)      If any provision of this Agreement is held by a competent court to be
         invalid or unlawful for any reason or in any respect whatsoever, such
         provision shall not affect any other provisions of this Agreement and
         this Agreement shall be construed as if such invalid or unlawful
         provision had not been contained herein.

(8)      This Agreement may be signed in counterparts, all of which shall be
         deemed to form one Agreement.

(9)      This Agreement is written in English at the express request of the
         Parties. Ce contrat est redige en anglais a la demande expresse des
         parties.

                  IN WITNESS WHEREOF, duly authorized officers of the Parties
hereto have executed duplicate copies of this Agreement.


                                              CORCIA FAMILY IRREVOCABLE TRUST


------------------------------                By:
Witness                                          -------------------------------
                                                 Authorized Signing Officer



                                              JOSEPH HARTMAN RESTATED
                                              REVOCABLE TRUST

------------------------------                By:
Witness                                          -------------------------------
                                                 Authorized Signing Officer







                                    PSA-31
<PAGE>

Witness

------------------------------                --------------------------------
Witness                                       Roger Gibb



------------------------------                --------------------------------

Witness                                       John Jenchura



------------------------------                --------------------------------

Witness                                       Marcel Montigny



------------------------------                --------------------------------
Witness                                       Steve Bruni



------------------------------                --------------------------------
Witness                                       Richard Dufresne



------------------------------                --------------------------------
Witness                                       Michel Bouvier



------------------------------                --------------------------------
Witness                                       Guy Grondin



------------------------------                --------------------------------
Witness                                       Denise Arbic



                                    PSA-32
<PAGE>




------------------------------                --------------------------------
Witness                                       John T. Corcia



------------------------------                --------------------------------
Witness                                       Joseph Hartman


                                              MARSULEX INC.
                                              By:
                                                  ------------------------------
                                                  Authorized Signing Officer





                                    PSA-33