EXHIBIT 10.67
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                      GENERAL SECURITY AGREEMENT (ONTARIO)


1.   PARTIES TO THIS SECURITY AGREEMENT

                  ACTIVECORE TECHNOLOGIES LTD.
                  2275 Lakeshore Blvd. W., Suite 401, Toronto, ON M8V 3Y3

                  (hereinafter referred to as "DEBTOR")

                  - and -

                  INTERNATIONAL BROTHERHOOD OF
                  ELECTRICAL WORKERS LOCAL UNION 105
                  685 Nebo Road, Hannon, ON L0R 1P0

                  (hereinafter referred to as "SECURED PARTY")


2.   CREATION OF SECURITY INTEREST

     WHEREAS the Secured Party has provided  financing to the Debtor pursuant to
the terms of a Promissory Note dated the 30th day of July, 2003;

     AND WHEREAS it is contemplated that other Lenders may make loan advances to
the Debtor to rank pari passu with the existing  loan advance up to a maximum of
$2,000,000.00 U.S. in total advances from all Lenders;

     (1)  For value received and as a general and continuing collateral security
for the payment of  Indebtedness  (as defined  below),  including  any  ultimate
unpaid balance thereof,  owed to the Secured Party and to secure the performance
of the obligations under this security agreement or any Related  Documents,  the
Debtor  hereby  grants  to the  Secured  Party a  security  interest  in all the
Debtor's  personal  property as defined in the Personal  Property  Security Act,
R.S.O. 1990, c. P.10 (the "PPSA"),  and in the undertaking of the Debtor,  which
shall constitute Collateral, whether now owned or hereafter acquired directly or
indirectly by the Debtor,  whether now existing or hereafter  arising,  save and
except any leased  equipment  of the Debtor,  which  leased  equipment  shall be
excluded from the security provided hereunder.

     (2)  Without limiting the foregoing, but for greater certainty,  Collateral
includes all of the following:

     (a)  all  Collateral  described in the schedules  attached to this security
agreement  and  incorporated  by  reference  in  this  security  agreement;  (no
schedules attached);

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     (b)  all  patents,  trade  marks,   copyrights  and  other  industrial  and
intellectual property; and

     (c)  all  statutory  licences,   quotas  and  other  transferable   rights,
including an equitable  right in the  Collateral  assigned or charged  under the
security agreement which might otherwise at law be incapable of being collateral
creating a security interest.

     (3)  Any  reference  to  "Collateral"  shall,  unless the context  requires
otherwise, be deemed a reference to "Collateral or any part thereof".

     (4)  This security  interest shall not apply to, and  Collateral  shall not
include leased equipment,  or the last day of the term of any lease or agreement
therefor  but upon the  enforcement  of the  security  interest the Debtor shall
stand  possessed  of such  last day in trust to  assign  the same to any  person
acquiring such term.

3.   DEFINITIONS

     (1)  All phrases which are defined in the PPSA and not otherwise defined in
this security  agreement shall have the meaning  ascribed by the PPSA,  provided
always that the term "goods" shall never include  "consumer goods" of the Debtor
as that term is defined in the PPSA.

     (2)  "Indebtedness"   shall  mean  all   liabilities   of  every  kind  and
description of the Debtor to the Secured Party, whether now or hereafter owed or
any fixture  advance,  whether  direct,  indirect,  contingent,  and whether the
Debtor be bound alone or with others and whether as principal or guarantor.

     (3)  "Related  Documents" shall mean the promissory notes, loan agreements,
account  agreements,   guaranties,   trust  deeds,  mortgages,   other  security
agreements  or any other  documents  executed in  connection  with this security
agreement or Indebtedness or related to its operation or administration, whether
already existing or executed now or later.

4.   RIGHTS AND OBLIGATIONS OF DEBTOR

     4.1  TITLE.  The Debtor  warrants and covenants  that it holds title or has
rights in the  Collateral  sufficient  for a security  interest to attach to the
Collateral.

     4.2  POSSESSION  AND USE OF  COLLATERAL.  Subject to paragraph  6.2,  until
default or unless  otherwise  agreed with the Secured Party, the Debtor may deal
with  Collateral in the ordinary  course of the Debtor's  business in any manner
consistent with the provisions of this security agreement.  Except for inventory
sold or accounts  collected in the ordinary course of the Debtor's  business the
Debtor shall not sell or otherwise transfer the Collateral.  All proceeds of the
Collateral,  whether  or not  arising  in the  ordinary  course of the  Debtor's
business,  will be received  by the Debtor as trustee for the Secured  Party and
will  be  immediately  paid  to the  Secured  Party  pursuant  to the  fiduciary
obligation as trustee. The Debtor shall not encumber or permit the Collateral to
be encumbered without the prior written consent of the Secured Party, other than
by this security agreement.

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     4.3  REMOVAL OF COLLATERAL. The Collateral (or to the extent the Collateral
consists of intangible  property such as accounts,  the records  concerning  the
Collateral)  is located at the address of the Debtor shown above.  Except in the
ordinary  course of the  Debtor's  business,  the  Debtor  shall not  remove the
Collateral  from its location  without the prior written  consent of the Secured
Party, which shall not be unreasonably withheld.

     4.4  SECURITIES AS COLLATERAL.  Where Collateral includes  securities,  the
Secured  Party may  require  the Debtor to  transfer  such  securities  into the
Secured  Party's name so that the Secured Party may appear of record as the sole
owner of the  securities.  Until default,  the Debtor may retain by way of proxy
the voting and dividend  rights  attached to any such securities and the Secured
Party will facilitate exercise of those dividend and voting rights.

     4.5  PRESERVATION OF RIGHTS AND COLLATERAL. The Debtor shall defend its own
and the Secured Party's rights in the Collateral  against the claims and demands
of all persons.  The Debtor shall  maintain the  Collateral  in a condition  and
state of repair that preserves the value of the Collateral,  reasonable wear and
tear excluded.  The Debtor will not commit or permit damage to or destruction of
the Collateral and will effect repair if it occurs. The Debtor shall procure and
maintain policies of fire and other casualty  insurance  covering the Collateral
on the basis and in at least the amount described above on terms satisfactory to
the Secured Party and with loss payable to the Secured Party and Debtor jointly.

     4.6  MATERIAL  CHANGES IN INFORMATION.  The Debtor shall notify the Secured
Party promptly of:

     (a)  any material  change in the  information  contained in this  agreement
(including the schedules  hereto) relating to the Debtor,  the Debtor's business
or Collateral,  including any address change or  establishment  of an additional
place of business;

     (b)  the details of any change in name of the Debtor;

     (c)  the details of any significant acquisition of Collateral;

     (d)  the  details  of any  claims or  litigation  affecting  the  Debtor or
Collateral;

     (e)  any loss of or damage to Collateral;

     (f)  any default by any account debtor in its  obligations  with respect to
Collateral.

     4.7  DEBTOR'S CONDUCT.  The Debtor will conduct its business and affairs in
a proper and  efficient  manner,  in  accordance  with  applicable  law and keep
records in accordance with generally accepted accounting procedures.  The Debtor
shall  pay  all  charges,  such  as  taxes,   assessments,   claims,  liens  and
encumbrances  relating to the  Collateral  or the Debtor's  business and affairs
when the same become due. The Debtor will deliver to the Secured Party  promptly
such information concerning Collateral, the Debtor and the Debtor's business and
affairs as the Secured Party may reasonably request.

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     4.8  PROTEST.  The Debtor  waives  protest of any  instrument  constituting
Collateral  at any time held by the Secured  Party on which the Debtor is in any
way liable and,  subject to the notice  requirements of the PPSA,  notice of any
other action taken by the Secured Party.

     4.9  JOINT AND SEVERAL  LIABILITY.  If more than one Debtor  executes  this
security  agreement the obligations of such Debtors hereunder shall be joint and
several.

5.   EVENTS OF DEFAULT

     The Debtor  shall be in default  under this  security  agreement or Related
Documents upon occurrence of any of the following:

     (a)  Non-payment  when  due,  whether  by  acceleration  or  otherwise,  of
Indebtedness.

     (b)  Failure to comply  within  seven days after  written  notice  from the
Secured Party demanding compliance with any provision contained in this security
agreement or Related  Documents and if compliance is not  practically  possible,
failure to take  steps that will  produce  compliance  as soon as is  reasonably
practical.

     (c)  Any  warranty,  representation  or  statement  made or famished to the
Secured  Party by or on behalf of the Debtor  proves in any material  respect to
have been false when made or furnished.

     (d)  Bankruptcy or insolvency of the Debtor;  the filing against the Debtor
of a petition in  bankruptcy;  the making of an  authorized  assignment  for the
benefit of  creditors by the Debtor;  the  appointment  of a receiver,  trustee,
monitor,  or liquidator  for the Debtor or for any assets of the Debtor;  or the
institution  by or against the Debtor of any type of  insolvency  proceeding  or
creditor rearrangement.

     (e)  Death or declaration of  incompetency  of the Debtor (if the Debtor is
an  individual)  or  cessation of the  Debtor's  viability  as a going  business
concern (if the Debtor is not an  individual),  which  includes the cessation or
threat by the Debtor to cease to carry on in the normal  course of the  Debtor's
business or any material part thereof.

     (f)  On the  occurrence  of such  other  events  where  the  Secured  Party
considers  in  good  faith  and on  commercially  reasonable  grounds  that  the
Collateral is in jeopardy or that the Secured Party's position is insecure.

6.   SECURED PARTY RIGHTS AND OBLIGATIONS

     6.1  GENERAL RIGHTS. In addition to the rights granted herein,  the Secured
Party may enforce any other rights and remedies it may have at law or in equity,
and specifically shall have all rights and remedies of a Secured Party under the
PPSA.  All rights and remedies of the Secured  Party are  cumulative  and one or
more of these rights may be exercised  independently or in combination from time
to time, including marshalling.

     6.2  COLLECTION OF DEBTS FORMING PART OF COLLATERAL.  The Secured Party may
direct account debtors of the Debtor to make all payments owing to the Debtor on
Collateral  subject to the security  interest  directly to the Secured Party, by

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notifying such account debtors of the Secured Party's interest, either before or
after default.

     6.3  INSPECTION OF COLLATERAL AND RIGHT OF ACCESS.  The Secured Party shall
have the right at any time to confirm the existence and state of the  Collateral
in any manner the Secured Party may consider  appropriate  and the Debtor agrees
to  furnish  all  assistance  as the  Secured  Party may  reasonably  request in
connection  therewith.  The  Debtor  grants to the  Secured  Party or its agents
access  to all  places  where  Collateral  may be  located  and to all  premises
occupied by the Debtor for the purposes of inspection or obtaining possession.

     6.4  RECEIVERS  AND OTHERS.  The Secured Party may appoint by instrument or
by application  to a court of competent  jurisdiction a receiver or other person
to act on its  behalf  before  or after  default  or in any  insolvency  or like
proceeding  (receiver  includes a  receiver-manager).  The appointee has all the
powers of the Secured  Party under this  security  agreement.  In  addition,  on
instructions  from the Secured Party, the receiver shall be entitled to carry on
the  business of the Debtor  with all the powers  that the Debtor  would have to
operate its business for such time as the receiver  determines  it advisable and
in the best interest of the Secured  Party.  The Secured Party is not liable for
any act or omission by a receiver appointed or selected by a court.

     6.5  ACCELERATION.  The  Secured  Party  may  declare  all or any  part  of
Indebtedness  which is not by its terns payable on demand to be immediately  due
and payable on the occurrence of any default.

     6.6  POSSESSION AND  DISPOSITION OF COLLATERAL.  The Secured Party may take
possession or  constructive  possession of,  collect,  demand,  sue on, enforce,
recover  and  receive  Collateral  and  give  binding  receipts  and  discharges
therefor.  The Secured  Party in possession  may use  Collateral as it sees fit,
subject to the duty of reasonable  care contained in the PPSA providing that any
income from  Collateral is applied to the Debtor's  account.  Upon default,  the
Secured  Party may also sell,  lease or otherwise  dispose of  Collateral in any
commercially reasonable manner.

     6.6  POSSESSION AND  DISPOSITION OF COLLATERAL.  The Secured Party may take
possession or  constructive  possession of,  collect,  demand,  sue on, enforce,
recover  and  receive  Collateral  and  give  binding  receipts  and  discharges
therefor.  The Secured  Party in possession  may use  Collateral as it sees fit,
subject to the duty of reasonable  care contained in the PPSA providing that any
income from  Collateral is applied to the Debtor's  account.  Upon default,  the
Secured  Party may also sell,  lease or otherwise  dispose of  Collateral in any
commercially reasonable manner.

     6.7  COSTS.  The Debtor agrees to pay all charges,  including  solicitors',
auditors',  receivers' or like persons' costs and remuneration or other expenses
reasonably incurred by the Secured Party or other party appointed by the Secured
Party in  operating  the Debtor's  accounts  and in preparing or enforcing  this
security  agreement.  Such sums shall constitute a future advance increasing the
Indebtedness hereunder.

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     6.8  DEFICIENCIES. The failure of the Secured Party to receive full payment
or satisfaction of Indebtedness  through its rights and remedies herein provided
shall not in any way  release  the Debtor  from the  obligation  to satisfy  any
deficiency, including any costs of realization.

     6.9  WAIVERS.

     (1)  No variation,  amendment  (except for any schedules which may be added
hereto  pursuant to the provisions of this agreement) or waiver of any provision
of this security  agreement shall be effective unless made by written  agreement
executed by the parties to this security agreement.

     (2)  No delay or omission by the Secured Party in  exercising  any right or
remedy hereunder or with respect to any  Indebtedness  shall operate as a waiver
of that right or remedy and no single or partial exercise of any right or remedy
shall preclude any other exercise of cumulative rights and remedies.

     (3)  The  Secured  Party may remedy any  default or perform any duty of the
Debtor  hereunder or with respect to any  Indebtedness in any reasonable  manner
without  waiving the  default  remedied  and without  waiving any other prior or
subsequent default by the Debtor.

     6.10 NOTICE OF  INTENTION  TO REALIZE.  Prior to  realization,  there is an
obligation  on the Secured  Party to deliver a notice of intention to realize to
the Debtor under s.244 of the BANKRUPTCY  AND  INSOLVENCY  ACT. Any events which
trigger  default,  including those within  paragraph 5(d),  shall be deferred as
required  by that  legislation.  Valid  service of this  notice  will occur upon
sending of the notice to the address  herein or as changed by the Debtor through
paragraph 4.6.  Pursuant to the PPSA where  applicable,  the Secured Party shall
also give  notice in writing in the  appropriate  time period to (a) the Debtor;
(b) every  person who is known by the  Secured  Party,  before the date that the
notice  is  served  on the  Debtor,  to be the  owner  of the  collateral  or an
obligator who may owe payment or  performance  of the  obligation  secured;  (c)
every  person who has a security  interest  who has a security  interest  in the
collateral and whose interest (i) was perfected by possession,  the  continuance
of which was  prevented  by the Secured  Party who has taken  possession  of the
collateral,  or (ii) is perfected by registration  before the date the notice is
served on the Debtor;  and (d) every  person with an interest in the  collateral
who has  delivered a written  notice to the Secured Party of the interest in the
collateral before the date that the notice is served on the Debtor.  This notice
shall include the content stipulated by s. 63(5) of the PPSA.

7.   ADDITIONAL LOAN ADVANCES

     The  Borrower  and the  Lender  acknowledge  and agree  that  further  loan
advances by other Lenders to the Borrower are contemplated and that such further
advances  will also be  covered  under the  security  of this  General  Security
Agreement,  such  further  advances  to rank pari passu with the  existing  loan
advance up to a maximum amount of  indebtedness of  $2,000,000.00  U.S. in total
advances from all Lenders.

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8.   SUBORDINATION

     No action by the Secured  Party shall  constitute  a  subordination  of its
security   interest  to  any  other  interest  in  the  Collateral  unless  such
subordination  is effected by an  agreement  in writing,  titled  "Subordination
Agreement", signed by the Secured Party.

9.   SUCCESSOR INTERESTS

     This security agreement shall enure to the benefit of and be binding on the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.

10.  APPLICABLE LAW

     This security agreement and Related Documents shall be governed by the laws
of the Province of Ontario.

11.  TERMINATION

     This  security  agreement  shall  remain in full force and effect until the
Indebtedness  has been paid and written notice of discharge by the Secured Party
is received by the Debtor.

12.  ACKNOWLEDGMENT OF DEBTOR

     The  Debtor  hereby  acknowledges  receipt  of  a  copy  of  this  security
agreement.

     IN WITNESS  WHEREOF the Debtor has executed  this security  agreement  this
30th day of July, 2003.

                                          ACTIVECORE TECHNOLOGIES LTD.

                                          Per:  /s/ [Brian Macdonald]
                                                --------------------------------
                                                Authorized Signing Officer

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