LOAN AGREEMENT

     Loan Agreement made this 23rd day of July 1999, by and between Weststar
Environmental, Inc. ("Borrower") and Linda Pomerantz ("Lender").

     In consideration of the mutual terms, conditions and convenants hereinafter
set forth Borrower and Lender agree as follows:

     1. LOAN: Subject to and in accordance with this Agreement, its terms,
conditions and convenants Lender agrees to lend to Borrower on July 23, 1999,
(the "Closing" date) the principal sum of Fifty Thousand Dollars ($50,000.00).

     2. NOTE: The Loan shall be evidenced by a Note in the form attached hereto
as Exhibit A (the "Note") Executed by the Borrower and delivered to Lender on
Closing.

     3. INTEREST: The Loan shall bear interest on the unpaid principal at an
annual rate of Ten and One Half Percent (10.5%). In the event of a default in
payment the aforesaid interest rate shall apply to the total of principal and
interest due at the time of default.

     4. PAYMENT: Payment shall be in accordance with the terms contained in
Note. The Note may, at any time and from time to time, be paid or prepaid in
whole or in part without premium or penalty, except that any partial prepayment
shall be (a) in multiples $10,000.00, (b) a minimum of $10,000.00, applied to
principal due under the Note. Upon the payment of the outstanding principal in
full, the interest on the Loan shall be computed and a final adjustment and
payment of interest shall be made within five (5) days of the receipt of notice.


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Interest shall be calculated on the basis of a year of 365 days and the actual
number of days elapsed.

     5. TERMS OF LOAN: In addition to repayment of all principal and interest,
Borrower will give to Lender as additional consideration the following: (a)
1,000 shares of Weststar Environmental, Inc., stock subject to normal
restrictions of Rule 44 under the Securities Act; (b) 1,667 warrants to purchase
1,667 share of common stock in Weststar Environmental, Inc., at a purchase price
of 140% of the I.P.O. price; and (c) the payment of a $3,333.00 fee upon the
closing of the I.P.O. transaction.

     6. REPRESENTATIONS AND WARRANTIES: Borrower represents and warrants: (i)
that the execution, delivery and performance of this Agreement, and the Note and
Warrant Documents have been duly authorized and are proper; (ii) that the
financial statement submitted to Lender fairly presents the financial condition
of the Borrower as of the date of this Agreement knowing that the Lender has
relied thereon in granting the Loan; (iii) that there will be no material
adverse changes in the financial condition of the Borrower at the time of
Closing; (iv) that Borrower will advise of material adverse changes which occur
at any time prior to Closing and thereafter to the date of final payment; and
(v) that Borrower has good and valid title to all of the property of the
Company; and (vi) Borrower represents and warrants that this loan will be paid
from the proceeds of the I.P.O. offering, if not sooner.

     7. DEFAULT: Borrower shall be in default: (i) if any interest payment due
hereunder is not made within 15 (fifteen) days of the date due; (ii) in the
event of assignment by Borrower for the benefit of creditors; (iii) upon the
filing of any voluntary or involuntary petition in bankruptcy by or against
Borrower; or (iv) if Borrower has breached any representation or warranty
specified in this Agreement.


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     8. GOVERNING LAW: This Agreement, Note(s) and Security Documents shall be
governed by, construed and enforced in accordance with the laws of the State of
Florida.

     INTENDING TO BE LEGALLY BOUND, the parties hereto have caused this Loan
Agreement to be executed as of the date first written above.


              BORROWER:             Weststar Environmental, Inc.


                                       By /s/ WILLIAM B. GRAY
                                          ------------------------------------
                                              William B. Gray



              LENDER:               Linda Pomerantz


                                       By /s/ LINDA POMERANTZ
                                          ------------------------------------
                                              Linda Pomerantz


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