EXHIBIT 10.1

                         AGREEMENT OF PURCHASE AND SALE
                      (FOR USE IN THE PROVINCE OF ONTARIO)

  Toronto
Real  Estate                                                             Realtor
   Board


PURCHASER:  PLANET  EARTH  OPERATING  SERVICES,  INC., agrees  to  purchase from
           ------------------------------------------

VENDOR:  WOLFHOLLOW  PROPERTIES,  INC.,                          ,the  following
       ----------------------------------------------------------

REAL  PROPERTY:

Address:  171  Fenmar  Drive  fronting  on the South side of Fenmar Drive in the
         --------------------                  -----        -------------
City  of  Toronto  and  having  a frontage of ________________ more or less by a
-----------------
depth of irregular more or less and legally described as Plan 5935, Part BLKB an
         ---------                                       -----------------------
approximately  69,000  sq.  ft. industrial building on approximately 7.93 acres.
--------------------------------------------------------------------------------

PURCHASE  PRICE:  One  Million  Nine  Hundred Thousand Dollars (CDN$ 1,900,000).
                  ------------------------------------               ---------

DEPOSIT:

Purchaser submits (Upon  acceptance)  Fifty  Thousand  Dollars  (CDN$  50,000 )
                                     -----------------                --------
negotiable  cheque  payable  to  ZORAN  REAL  ESTATE LIMITED to be held in trust
                                ----------------------------
pending  completion  or  other  termination of this Agreement and to be credited
toward  the Purchase Price on completion. Purchaser agrees to pay the balance as
follows:

a)   The  Purchaser  agrees  to  assume  the  existing  First  Mortgage  held by
     Morganite  Canada Corporation for approximately One Million and Two Hundred
     Thousand  ($1,200,000),  bearing  interest  at  the  rate  of 7% per annum,
     calculated  semi-annually  not  in  advance,  repayable  in blended monthly
     payments  of  Eight  Thousand  Four  Hundred  and  Five  Dollars  and  Four
     cents($8,405.04),  including both principal and interest, and due on May 1,
     2020.

b)   The  Purchaser  agrees to pay the balance of the purchase price, subject to
     adjustments,  in  cash  or  by  certified  cheque,  to  the  Vendor  on the
     completion  of  this  transaction.

IT  IS  UNDERSTOOD  AND  AGREED  that

     SCHEDULE    "A"        ATTACHED  HERETO  FORM(S)  PART  OF  THE  AGREEMENT.
              -------------

1.   CHATTELS  INCLUDED:  N/A
                         -------------------------------------------------------

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

2.   FIXTURES  EXCLUDED:  N/A
                         -------------------------------------------------------

     ---------------------------------------------------------------------------
3.   RENTAL  ITEMS:  The  following  equipment is rented and not included in the
     Purchase  Price.  The Purchaser agrees to assume the rental contract(s), if
     assumable:

        N/A
       -------------------------------------------------------------------------

4.   IRREVOCABILITY:  This  Offer  shall  be irrevocable by Purchaser until 5:00
                                                            ---------       ----
     p.m. on the 23rd day of March, 2001, after  which  time, if  not  accepted,
                 ----        -----
     this Offer  shall be null and void and the deposit shall be returned to the
     Purchaser in full without interest.

5.   COMPLETION  DATE:   This Agreement shall be completed by no later than 6:00
     p.m. on the 23rd day of April, 2001.  Upon  completion,  vacant  possession
                 ----        -----
     of the property shall be given to the Purchaser unless otherwise provided
     for in this Agreement.

6.   NOTICES: Vendor hereby appoints the Listing Broker as Agent for the purpose
     of giving and receiving notices pursuant to this Agreement. If the
     Co-operating Broker represents the interests of the Purchaser in this
     transaction, the Purchaser hereby appoints the Co-operating Broker as Agent
     for the purpose of giving and receiving notices pursuant to this Agreement
     Any notice relating hereto or provided for herein shall be in writing. This
     offer, any counter offer, notice of acceptance thereof, or any notice shall
     be deemed given and received when hand delivered to the address for service
     provided herein or, where a facsimile number is provided herein, when
     transmitted electronically to that facsimile number.

FAX  NO.      905-669-5944               FAX  NO.      416-674-6575
        ------------------------------           -------------------------------
(For delivering of notices to Vendor)   (For delivering of notices to Purchaser)

7.   GST: If this transaction is subject to Goods and Services Tax (G.S.T.),
     then such tax shall be in addition to the Purchase Price. If this
                            --------------
     transaction is not subject to G.S.T., Vendor agrees to provide on or before
     closing, a certificate that the transaction is no subject to G.S.T.

     8.   TITLE SEARCH: Purchaser shall be allowed until 6:00 p.m. on the
          fourteenth day prior to closing, 2001. (Requisition Date) to examine
          -------------------------------
          the title to the property at his own expense and until the earlier of:
          (i) thirty days from the later of the Requisition Date or the date on
          which the conditions in this Agreement are fulfilled or otherwise
          waived on (ii) five days prior to completion, to satisfy himself that
          there are no outstanding work orders or deficiency notices affecting
          the property, that its present use (industrial) may be lawfully
                                              ----------
          continued, and that the principal building may be insured against risk
          of fire. Vendor hereby consents to the municipality or other
          governmental agencies releasing to Purchaser details of all
          outstanding work orders affecting the property, and Vendor agrees to
          execute and deliver such further authorizations in this regard as
          Purchaser may reasonably require.

     9.   FUTURE USE: Vendor and Purchaser agree that there is no representation
          or warranty of any kind that the future intended use of the property
          by Purchase is or will be lawful except as may be specifically
          provided for in this Agreement.

     10.  TITLE: Provided that the title to the property is good and free from
          all registered restrictions, charges, liens, and encumbrances except
          as otherwise specifically provided in this Agreement and save and
          except for (a) any registered restrictions or covenants that run with
          the land providing that such are complied with; (b)any registered
          municipal agreements and registered agreements with publicly regulated
          utilities providing such have been complied with, or security has been
          posted to ensure compliance and completion, as evidenced by a letter
          from the relevant municipality or regulated utility;(c) any minor
          easements for the supply of domestic utility or telephone services to
          the property or adjacent properties; and (d) any easements for
          drainage, storm or sanitary sewers, public utility lines, telephone
          lines, cable television lines or other services which do not
          materially affect the present use of the property. If within the
          specified times referred to in paragraph 8 any valid objection to
          title or to any outstanding work order or deficiency notice, or to the
          fact the said present use may not lawfully be continued, or that the
          principal building may not be insured against risk of fire is made in
          writing to Vendor and which Vendor is unable or unwilling to remove,
          remedy or satisfy and which Purchaser will not waive, this Agreement
          notwithstanding any intermediate acts or negotiations in respect of
          such objections, shall be at an end and all monies paid shall be
          returned without interest or deduction and Vendor, Listing Broker and
          Co-operating Broker shall not be liable for any costs or damages. Save
          as to any valid objection so made by such day and except for any
          objection going to the root of the title, Purchaser shall be
          conclusively deemed to have accepted Vendor's title to the property.


<PAGE>
11.  DOCUMENTS AND DISCHARGE. Purchaser shall not call for the production of any
     title deed, abstract, survey or other evidence of title to the property
     except such as are in the possession or control of Vendor. If requested by
     Purchaser, Vendor will deliver any sketch or survey of the property within
     Vendor's control to Purchaser as soon as possible and prior to the
     Requisition Date. If a discharge of any Charge/Mortgage held by a
     corporation incorporated pursuant to the Loan Companies Act (Canada),
     Chartered Bank, Trust Company, Credit Union, Caisse Populaire or
     Insurance Company and which is not to be assumed by Purchaser on
     completion, is not available in registrable form on completion, Purchaser
     agrees to accept Vendor's lawyer's personal undertaking to obtain, out of
     the closing funds, a discharge in registrable form and to register same on
     title within a reasonable period of time after completion, provided that on
     or before completion Vendor shall provide to Purchaser a mortgage statement
     prepared by the mortgagee setting out the balance required to obtain the
     discharge, together with a direction executed by Vendor directing payment
     to the mortgagee of the amount required to obtain the discharge out of
     the  balance  due  on  completion.

12.  INSPECTION: Purchaser acknowledges having had the opportunity to inspect
     the property prior to submitting this Offer and understands that upon
     acceptance of the Offer there shall be binding agreement of purchase and
     sale between Purchaser and Vendor.

13.  INSURANCE: All buildings on the property and all other things being
     purchased shall be and remain until completion at the risk of Vendor.
     Pending completion, Vendor shall hold all insurance policies, if any, and
     the proceeds thereof in trust for the parties as their interests may appear
     and in the event of substantial damage, Purchaser may either terminate this
     Agreement and have all monies paid returned without interest or deduction
     or else take the proceeds of any insurance and complete the purchase. No
     insurance shall be transferred on completion. If Vendor is taking back a
     Charge/Mortgage, or Purchaser is assuming a Charge/Mortgage, Purchaser
     shall supply vendor with reasonable evidence of adequate insurance in
     protect Vendor's or other mortgagee's interest on completion.

14.  PLANNING ACT: The Agreement shall be effective to create an interest in the
     property only if Vendor complies with the subdivision control provisions of
     the Planning Act by completion and Vendor covenants to proceed diligently
     at his expense to obtain any necessary consent by completion.

15.  DOCUMENT PREPARATION: The Transfer/Deed shall, save for the Land Transfer
     Tax Affidavit, be prepared in registrable form at the expense of Vendor,
     and any Charge/Mortgage to be given back by the Purchaser to Vendor at the
     expense of the Purchaser. If requested by Purchaser, Vendor covenants that
     the Transfer/Deed to be delivered on completion shall contain the
     statements contemplated by Section 50(22) of the Planning Act, R.S.O. 2000.

16.  RESIDENCY: Purchaser shall be credited towards the Purchase Price with the
     amount, if any, necessary for Purchaser to pay to the Minister of National
     Revenue to satisfy Purchaser's liability in respect of tax payable by
     Vendor under the non-residency provision of the Income Tax Act by
     reason of this sale. Purchaser shall not claim such credit if Vendor
     delivers on completion the prescribed certificates or a statutory
     declaration that Vendor is not then a non-resident of Canada.

17.  ADJUSTMENTS: Any rents, mortgage interest, realty taxes including local
     improvement rates and unmetered public and private utility charges and
     unmetered cost of fuel, as applicable, shall be apportioned and allowed to
     the day of completion, the day of completion itself to be apportioned to
     Purchaser.

18.  TIME LIMITS: Time shall in all respects be of the essence hereof
     provided that the time for doing or completing of any matter provided for
     herein may be extended or abridged by an agreement in writing signed by
     Vendor and Purchaser or by their respective lawyers who may be specifically
     authorized in that regard.

19.  TENDER: Any lender of documents or money hereunder may be made upon Vendor
     or Purchaser or their respective lawyers on the day set for completion.
     Money may be tendered by bank draft or cheque certified by a Charted
     Bank, Trust Company, Province of Ontario Savings Office, Credit Union or
     Caisse Populaire.

20.  FAMILY LAW ACT: Vendor warrants that special consent is not necessary
     to this transaction under the provisions of the Family Law Act, R.S.O.
     1990 unless Vendor's spouse has executed the consent hereinafter provided.

21.  UFFI: Vendor represents and warrants to Purchaser that during the time
     Vendor has owned the property, Vendor has not caused any building on the
     property to be insulated with insulation containing urea formaldehyde, and
     that to the best of Vendor's knowledge no building on the property contains
     or has ever contained insulation that contains urea formaldehyde. This
     warranty shall survive and not merge on the completion of this transaction,
     and if the building is part of a multiple unit building, this warranty
     shall only apply to that part of the building which is the subject of this
     transaction.

22.  CONSUMER REPORTS: The Purchaser is hereby notified that a consumer report
     containing credit and/or personal information may be referred to in
     connection with this transaction.

23.  AGENCY: It is understood that the broker involved in the transaction
     represent the parties as set out in the Confirmation of Representation
     below.

24.  SUCCESSORS AND ASSIGNS: Their heirs, executors, administrators, successors,
     and assigns of the undersigned are by terms herein.

DATED  AT     Vancouver      this     21     day  of      March     ,  2001.
          ------------------      ----------         ---------------
SIGNED, SEALED AND DELIVERED  IN WITNESS whereof I have
in the presence of:           hereunto set my hand and seal:

/s/ T.L. Henderson            /s/ Rowland Wallenius         Date: March 21, 2001
----------------------------  ----------------------------        --------------
(Witness)                     (Purchaser) PLANET EARTH    (Seal)
                                  OPERTING SERVICES, INC.

                                                            Date
----------------------------  ----------------------------        --------------
(Witness)                     (Purchaser)                 (Seal)

I,  the  Undersigned  Vendor,  agree  to  the  above Offer. I hereby irrevocably
instruct  my  lawyer to pay directly to the Listing Broker the unpaid balance of
the commission  together  with applicable  Goods and Services Tax (and any other
taxes  as  may  hereafter be applicable), from the proceeds of the sale prior to
any  payment  to the undersigned on completion, as advised by the Listing Broker
in  my  lawyer.

DATED  AT     Concord        this    3rd     day  of      April     ,  2001.
          ------------------      ----------         ---------------
SIGNED, SEALED AND DELIVERED  IN WITNESS whereof I have
in the presence of:           hereunto set my hand and seal:

/s/                           /s/  Alford Cimi               Date   04-03-2001
----------------------------  ----------------------------        --------------
(Witness)                     (Vendor) WOLFHOLLOW        (Seal)
                                    PROPERTIES INC.

/s/                           /s/ Sam Micallef               Date   04-03-2001
----------------------------  ----------------------------        --------------
(Witness)                     (Vendor)                   (Seal)

SPOUSAL  CONSENT:  The  Undersigned  Spouse of the Vendor hereby consents to the
disposition  evidenced  herein pursuant to the provisions of the Family Law Act,
R.S.O  1990,  and  hereby agrees with  the  Purchaser  that he/she  will execute
all  necessary or incidental documents to give full force and affect to the sale
evidenced herein.

                                                            Date
----------------------------  ----------------------------        --------------
(Witness)                     (Spouse)                   (Seal)

CONFIRMATION  OF  EXECUTION:  Notwithstanding  anything  contained herein to the
contrary,  I  confirm this  Agreement  with  all  changes both typed and written
was finally executed by all parties at        a.m./p.m. this
                                       ------                -------------------
day of           ,2000.
       ----------       --------------------------------------------------------
                                 (Signature of Vendor or Purchaser)

                          CONFIRMATION OF REPRESENTATION

I hereby acknowledge and firm the Listing  |  I hereby acknowledge and  confirm
Broker represents the interest of the      |  the Co-operating Broker represents
(Vendor/Purchaser) in this transaction.    |  the interest of the (Vendor/
                                           |  Purchaser) in this transaction.
                                           |
-----------------------------------------  |  ----------------------------------
Signature of Listing Broker or authorized  |  Signature of Co-operating Broker
representative                             |  or authorized representative
                                           |
Name of Listing Broker___________________  |  Name of Co-Operating Broker_______
                                           |
(   )             (    )                   |  (   )           (    )
-----------------------------------------  |  ----------------------------------
Tel. No.          Fax No.                  |   Tel. No.        Fax No.

                                   ACKNOWLEDGEMENT

I acknowledge receipt of my signed copy    |  I acknowledge receipt of my signed
of this accepted Agreement of Purchase     |  copy of this accepted Agreement
and Sale and I authorized the Agent        |  of Purchase and Sale and I
to forward a copy to my lawyer.            |  authorized the Agent to forward
                                           |  a copy to my lawyer.
                                           |
___________________________ Date ________  |  ______________________ Date ______
(Vendor)                                   |  (Purchaser)
                                           |
___________________________ Date ________  |  ______________________ Date ______
(Vendor)                                   |  (Purchaser)
                                           |
Address of Service. _____________________  |  Address of Service. ______________
                                           |
_____________________ Tel.No.____________  |  _________________ Tel.No._________
                                           |
Vendor's Lawyer__________________________  |  Purchaser's Lawyer________________
                                           |
Address: ________________________________  |  Address: _________________________
                                           |
(   )             (    )                   |  (   )           (    )
-----------------------------------------  |  ----------------------------------
Tel. No.          Fax No.                  |   Tel. No.        Fax No.
--------------------------------------------------------------------------------
FOR OFFICE USE ONLY
                            COMMISSION TRUST AGREEMENT
To Co-operating Broker shown on the foregoing Agreement of Purchase and Sale:
In  consideration  for the Co-operating  Broker procuring the forgoing Agreement
of Purchase and Sale, I hereby declare that all monies received or receivable by
me  in  connection  with  the  Transaction  as contemplated in the MLS Rules and
Regulations of my Real Estate Board shall be receivable and held in trust.  This
agreement shall  constitute a Commission  Trust  Agreement as defined in the MLS
Rules  and shall  be subject  to and  governed by the  MLS  Rules  pertaining to
Commission Trust.


DATED  as  of  the date and time of the      Acknowledged by
acceptance of the foregoing Agreement of
Purchase and Sale.

--------------------------------------------------------------------------------
Signature of Listing Broker or               Signature of Co-operating Broker or
authorized representative                    authorized representative

<PAGE>
                                  SCHEDULE "A"

To  be read with and form a part of this Agreement of Purchase and Sales between

PLANET  EARTH  OPERATING  SERVICES  INC.                        (Purchaser)  and
---------------------------------------------------------------------------
Wolfhollow  Properties  Inc.                                     (Vendor)  dated
---------------------------------------------------------------
March  21,  2001
---------------------------------------------------------------

RE:  171  FENMAR  DRIVE,  TORONTO

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

1.   DEPOSIT
     -------

     It  is  understood  and  agreed  by  the  Purchaser and the Vendor that the
     deposit  cheque  will  not  be  certified  or deposited in the Agent's Real
     Estate  Trust  Account  until  this  Agreement  has  been  accepted by both
     parties.  Thereafter,  the  deposit  shall  be put into an interest bearing
     account  and  the  interest shall accrue to the benefit of the Purchaser on
     closing.

2.   ASSIGNMENT
     ----------

     Provided  that  Morganite Canada Corporation also agrees, it is agreed that
     the  Purchaser  shall have the right at any time prior to closing to assign
     this  Agreement only with the prior consent of the Vendor, to a corporation
     or  corporations,  and/or person or persons, and when such assignment shall
     have  been  made  and  written  notice thereof shall have been given to the
     Vendor  or its Solicitors, the assignee shall assume all of the Purchaser's
     rights  and obligations hereunder to the same extent and in the same manner
     as  if  such  assignee  had executed this Agreement of Purchase and Sale as
     Purchaser,  and thereupon all of the obligations of the Purchaser hereunder
     shall  cease  and  terminate.

3.   CONDITIONS
     ----------

     This  Agreement  of Purchase and Sale shall be conditional for a maximum of
     thirty (30) calendar days "The Approval Period" from the date of signing of
     this Agreement, upon the Purchaser satisfying itself in its sole discretion
     as  to  the  following:

     1)   The  Purchaser  receiving  Executive  Board  Approval.

     2)   The  Vendor  to  cooperate  with the Purchaser in obtaining all of the
          information,  reasonably  requested  by the Purchaser and allowing the
          Purchaser  to  talk  to  the Ministry of the Environment and Marshall,
          Macklin,  Monaghan.

     3)   "The  Purchaser  obtaining the consent of Morganite Canada Corporation
          to  the  assumption by the Purchaser of the First Mortgage on closing.
          The  Purchaser  acknowledges  that  as  a  condition  of obtaining the
          consent,  the  Purchaser  will  be  obligated  to deliver to Morganite
          Canada  Corporation  the  following:

          a)   reasonably sufficient written evidence that the retained earnings
               on  the  balance  sheet  of  the  Purchaser for the most recently
               completed  year-end  of the Purchaser are at least $1,000,000; or

          b)   a  written  guarantee, in a form satisfactory to Morganite Canada
               Corporation, acting reasonably, under which the parent company or
               an affiliated company of the Purchaser guarantees the obligations
               of  the  Purchaser  under the mortgage, and reasonably sufficient
               written  evidence that the retained earnings on the balance sheet
               of  the  company  giving the said guarantee for the most recently
               completed  year-end  of  the  said  company  are  at  least
               $1,000,000.00.


<PAGE>
                                  SCHEDULE "A"

To be read with and form a part of this Agreement of Purchase and Sale between

PLANET  EARTH  OPERATING  SERVICES  INC.                        (Purchaser)  and
---------------------------------------------------------------
Wolfhollow  Properties  Inc.                                     (Vendor)  dated
---------------------------------------------------------------
March  21,  2001
---------------------------------------------------------------

RE:  171  FENMAR  DRIVE,  TORONTO

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


     Unless the Purchaser notifies the Vendor in writing on or before the end of
     "The  Approval  Period" such conditions have been satisfied or waived by it
     then,  notwithstanding any intermediate acts or negotiations, the Agreement
     shall  be  of no further force or effect, and the deposit shall be returned
     to  the  Purchaser.

     This  clause is inserted for the benefit of the Purchaser and may be waived
     by  the  Purchaser  at  any  time.

5.   FACSIMILE  TRANSMISSION
     -----------------------

     Both parties  agree that this Agreement of Purchase and Sale, when executed
     and/or  the  executed  acceptance hereof, may be communicated by telecopier
     and/or  facsimile  transmission  and that such agreement shall be legal and
     binding  upon  the parties hereto. All communications shall be deemed to be
     received  at  the  time  of  transmission.

6.   VENDOR'S  RESPONSIBILITIES
     --------------------------

     Prior  to  completion,  the  Vendor  shall  perform  the  following:

     a)   Remove any garbage around and inside property and deliver the property
          in  a  broomswept  condition.


<PAGE>