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                                                                   EXHIBIT 10.37


                           EQUIPMENT LEASE AGREEMENT
                             AND OPTION TO PURCHASE
                           -------------------------

THIS AGREEMENT made at Calgary, Alberta as of this 1st day of NOVEMBER, 1996.

BETWEEN:

                           MALHORTA ENTERPRISES LTD.,
                           710 Ford Tower
                           633 -6th Avenue S.W.
                           Calgary, Alberta  T2P 2Y5

                           (hereinafter called the "Company")


                                    - and -

                           SPECIALTY TESTING & CONSULTING LTD.,
                           1703 - 8th Street
                           Nisku, Alberta  T9E 7S8

                           (hereinafter called the "Lessee")


        THIS AGREEMENT WITNESSES that in consideration of the premises and the
covenants and conditions hereinafter contained the Parties hereto covenant and
agree each with the other as follows:

1.      The company does hereby lease unto the Lessee the equipment described
        below (hereinafter called the "EQUIPMENT"), all of which the Lessee
        hereby acknowledges to have received in good condition and working order
        for a term of Twelve (12) months commencing form the date hereof and
        expiring on October 31st, 1997.
 
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"EQUIPMENT":


                  EQUIPMENT SPECIFICATIONS AND IDENTIFICATION


             TWO (2) 4900CHA-M4B1S-SPEC PPC Heat-Les Dryers

             (Special Unit #3 - 962571 and Special Unit #4 - 9062639)
             complete with following components:

             - FOUR (4) PCC348004G97 6" 300# RF CS MSG

             - EIGHT (8) POC1200SU CARTRIDGE

             - EIGHT (8) PCC1200AF CARTRIDGE

             - TWO (2) 1245344 GP-500 AUTODRAIN 300 PSIG 1/2" 115 VAC

RENT:

2.   (a)     The Fair Market Value of the EQUIPMENT is TWO HUNDRED AND

             FORTY-FIVE THOUSAND SIX HUNDRED AND ELEVEN ($245,611.00) DOLLARS;

     (b)    The Lessee covenants and agrees to pay to the Company during the
            term of this Lease, monthly and in advance, as rental for the use of
            the EQUIPMENT the sum of TWENTY-ONE THOUSAND EIGHT HUNDRED AND
            TWENTY-TWO DOLLARS and TWENTY CENTS ($21,822.20), which monthly
            rental is due and payable on the 1st day of each consecutive month
            for Twelve (12) months commencing on the 1st day of NOVEMBER, 1996
            and concluding on the 1st day of OCTOBER, 1997 (the "Term"). IT
            BEING
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        UNDERSTOOD and agreed that time of payment is of the essence of this
        Agreement. At the end of the Term the Lessee agrees that it will have
        paid to the Company the total sum of (12 X $21,822.20) = $261,866.40. IT
        IS UNDERSTOOD and agreed that G.S.T. will be added to all payments
        hereunder by the Lessee.

OPTION TO PURCHASE AND TITLE:

3.      Provided that the Lessee is not in default of any of the terms of this
        Agreement, the Lessee during the period October 1st, 1997 to October
        31st, 1997, may elect at its option, in writing, addressed to the
        Company at its address hereinbefore provided, to purchase the EQUIPMENT
        by then paying to the Company the sum of TWENTY-THOUSAND ($20,000.00)
        DOLLARS (said amount hereinafter referred to as the "Payout Amount"). IT
        BEING UNDERSTOOD AND AGREED the Lessee may, at any time during the Term
        of this Lease, elect at its option to purchase the EQUIPMENT by paying
        to the Company the aggregate sum of the number of months in the
        unexpired portion of the Term (and for which rental has not been paid)
        times Twenty-one Thousand Eight Hundred and Twenty-two Dollars and
        Twenty Cents ($21,822.20) plus the sum of Twenty Thousand ($20,000.00)
        Dollars (such aggregate sum hereinafter referred to as "Payout Amount
        #2).

4.      Title to the ownership of the EQUIPMENT shall remain in the Company
        until full payment of the Payout Amount or Payment Amount #2 (which 
        ever is applicable) as hereinbefore provided has been made to the
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        Company and all obligations hereunder, or otherwise, are met.


INSURANCE:

5.      The Lessee will insure the EQUIPMENT at its expense with an insurance
        company satisfactory to the Company. The insurance shall be evidenced by
        an insurance policy, the original or a certified copy of which shall be
        delivered by the Lessee to the Company within forty-five (45) days,
        naming the Company as the insured with the permission to rent the
        EQUIPMENT and shall be for the following coverages and for not less than
        the following amounts ("the Insurance Policy"):   

                Public Liability, Property Damage for one million inclusive
                limits and Comprehensive, including fire and theft with
                deductibles acceptable to the Company for actual cash value.

6.      Should any claim arise outside the provisions and protection afforded by
        the Insurance Policy, then the Lessee shall be responsible therefor and
        in the event of any payment being made by the Company for loss sustained
        by it, the, in such case, the Lessee hereby covenants and agrees to
        forthwith reimburse the Company for any such loss howsoever arising.

7.      The Lessee agrees that it will increase any or all of the insurance
        coverage obtained by it, as set forth herein, if instructed to do so by
        the Company and the term "Insurance Policy" used herein shall
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        include any amended or replacement policies of insurance from time to
        time obtained with respect to the EQUIPMENT.

USE AND OPERATION OF EQUIPMENT:

8.      The Lessee may use and operate the EQUIPMENT in the Provinces of 
        British Columbia, Alberta and Saskatchewan or outside the said
        Provinces with the Consent of the Company, all in accordance with
        the business of the Lessee.

9.      The Lessee or its nominees shall at all times operate the EQUIPMENT
        in accordance with due diligence and care.

10.     The Lessee shall not make any material alterations to the EQUIPMENT
        without the prior written consent of the Company.  All equipment,
        accessories, parts and replacements which are attached to or 
        incorporated into the EQUIPMENT shall become the property of the 
        Company.

11.     The Lessee covenants and agrees with the Company not to operate or
        permit the use or operation of the EQUIPMENT except in accordance
        with the requirements of the Insurance Policy, which requirements
        the Lessee acknowledges to be fully acquainted with and the Lessee 
        will not do or permit any act which would imperil or void the
        Insurance Policy.

MAINTENANCE:




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12.             The Lessee covenants and agrees that during the Term it will at
                its own cost and expense:

        (a)     completely service and repair the EQUIPMENT to the extent and
                with the frequency reasonably required and maintain the
                EQUIPMENT in good condition and working order and replace such
                parts thereof as may be necessary;

        (b)     provide safe and proper storage facilities for the EQUIPMENT.


INSPECTION:

13.             The Company may at any time require the EQUIPMENT to be produced
                for inspection at its place of business or that of its
                representative, and in the event of the Lessee failing to
                produce the EQUIPMENT as required, the Company shall be entitled
                to terminate this Agreement and to exercise all remedies given
                hereunder including seizing and repossessing the EQUIPMENT.

14.             The Lessee shall allow the EQUIPMENT to remain on the Company's
                premises for whatever time is reasonably necessary to complete
                repairs or service and shall not be entitled to any reductions
                of rentals therefore.


INDEMNITY:

15.             The Lessee hereby assumes liability for, and hereby agrees to
                indemnify, protect, save and keep harmless the Company and its
                agents

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                and servants, officers and directors, from and against any and
                all liabilities, obligations, losses, damages, penalties,
                claims, actions, suits, costs, expenses and disbursements,
                including legal expenses, of whatsoever kind and nature, imposed
                or assumed by, incurred by or asserted against the Lessee in any
                way relating to or arising out of the manufacture, order,
                acceptance or rejection, purchase, ownership, delivery, lease,
                possession, use, condition, sale return or other disposition of
                the EQUIPMENT including, without limitation, any claim relating
                to any latent and other defects whether or not discoverable by
                Lessee and any claim in tort for strict liability. This Clause
                shall be effective and in full force and effect from the date of
                the execution of this Agreement, even though the Term may not
                have yet commenced. The indemnities contained in this Clause
                shall continue in full force and effect notwithstanding the
                expiration or other termination of this Agreement and shall be
                payable on demand.


COVENANTS OF THE LESSEE:

16.             The Lessee irrevocably constitutes and appoints the Company its
                Attorney with full and exclusive power to settle in its absolute
                discretion any claim of any nature whatsoever which may arise
                through the use or possession of the EQUIPMENT by the Lessee or
                its nominees and the Lessee specifically agrees that no such
                settlement shall

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        effect or waive any obligation imposed or assumed by it under this
        Agreement.

17.     The Lessee further covenants and agrees:

   (a)  To advise the Company forthwith of any damage to or loss of the
        EQUIPMENT and accept and carry out all instructions given by the Company
        in respect thereto;

   (b)  the Lessee shall forthwith report any accident involving the EQUIPMENT
        to the Company and provide the Company with all information and
        documents regarding such accident which are in the power or possession
        of the Lessee;

   (c)  Not to suffer or permit any charge or lien whether possessory or
        otherwise to exist against the EQUIPMENT;

   (d)  To comply with all laws, statutes, bylaws and other legal enactments
        government the use and operation of the EQUIPMENT and to do all things
        necessary to ensure that the EQUIPMENT will be operated and used in
        accordance with the aforesaid;

   (e)  To indemnify and save harmless the Company of and from any and all loss
        or damage to the EQUIPMENT resulting from larceny or conversion of the
        EQUIPMENT by any of the Lessee's employees or agents and to pay 
        promptly to the Company the amount of such loss or damage on demand;

   (f)  To use the EQUIPMENT in a careful prudent manner and not for any 
        unlawful purpose;
 
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        (g)     Not to deface the EQUIPMENT in any manner nor remove any
                equipment attached to or placed on the EQUIPMENT by the Company
                and to be solely responsible for any costs incurred by the
                Company for removing any marks or signs placed on or applied to
                the EQUIPMENT by the Lessee including the cost of repainting the
                entire EQUIPMENT if the Company deems such repainting to be
                reasonably necessary.

18.     It is further expressly understood and agreed that:

        (a)     The EQUIPMENT is and shall at all times be and remain the sole
                property of the Company and the Lessee shall have no right,
                title or interest therein or thereto except as expressly set
                forth herein;

        (b)     The Lessee acquires the right hereunder to operate the EQUIPMENT
                for its own use and benefit so long as the terms and conditions
                herein contained are fully complied with and all payments are 
                made promptly on the due dates hereof;

        (c)     The Lessee assumes all risk of, and shall pay for, any loss or
                damage to the EQUIPMENT;

        (d)     The Lessee is not the agent of the Company at any time for any
                purpose;

        (e)     The Company may assign this Agreement and all rights hereunder
                of the Company without the Lessee's consent;

        (f)     The Lessee may not assign any interest of the Lessee under this
                Agreement nor sublease the EQUIPMENT without the Company's
                consent in writing;
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   (g)  The obligation of the Lessee to pay rent hereunder shall not in any way
        be affected by any defect or failure in the performance of the 
        EQUIPMENT. 


DEFAULT:

19.     Time is of the essence of this Agreement. In the event of the Lessee
        defaulting in the making of any payments due herein, whether rental or
        otherwise on the due date thereof, or in the event of the Lessee failing
        to comply with any of the terms, covenants and conditions herein
        contained, or should the Insurance Policy be cancelled other than at the
        direct request of the Company, or should the Lessee become insolvent or
        should any proceedings with respect to the Lessee be taken in bankruptcy
        (whether voluntary or otherwise), or by way of receivership or a winding
        up, or should the Company in its absolute discretion deem itself
        insecure or should it deem the EQUIPMENT to be in danger of misuse,
        neglect, seizure or confiscation, the Lessee agrees that the Company
        shall following Seven (7) days notice in writing of such default
        (provided such default has not then been rectified) have the right to
        immediately retake and repossess the EQUIPMENT to the Company. The
        retaking and repossession of the EQUIPMENT may be either with or without
        process of law and the Lessee hereby waives all claims for damages in
        respect of such seizure or

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        repossession.  The Lessee hereby authorizes and empowers the Company
        or its nominees to enter on any of the Lessee's lands or premises or
        any other place where the EQUIPMENT may be found for the purpose of
        taking possession of it and on the happening of such event, the 
        Lessee hereby appoints the Company as its true and lawful Attorney
        to execute such documents as may be necessary to regain possession
        of the EQUIPMENT.  The Lessee shall pay the costs of such repossession
        including transportation and storage charges.  In the event of such
        seizure or repossession, this Agreement shall terminate and be of no
        further force and effect and the Company shall be entitled to 
        immediate possession of the EQUIPMENT but the Lessee shall still 
        remain liable and shall pay to the Company forthwith any rentals
        and other payments or charges due hereunder, together with the cost
        of and incidental to such seizure and repossession including legal
        costs incurred by the Company on a Solicitor and client basis as 
        well as any other obligations undertaken by the Lessee.

LIMITATIONS OF LIABILITY:
20.     The Company shall not be liable for any loss, damage, claim, demand,
        liability, cost of expense of any nature or kind sustained by the
        Lessee, directly or indirectly resulting from any inadequacy for any
        purpose, or any defect or mechanical failure of the EQUIPMENT or from
        loss or interruption of use, or any loss of business profits, or any
        consequential or other damage of any nature.



















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INTEREST:

21.             The Lessee shall, without notice, pay interest at the rate of 
                twelve (12%) percent per annum  on any overdue installments of
                rent and upon notice from the Company, at the same rate on any
                other amounts required to be paid by the Lessee hereunder.
        

MISCELLANEOUS:

22.             The failure of the Company, in any one or more instances, to
                insist upon the performance of any of the terms, covenants or
                conditions of this Agreement, or to exercise any right or
                privilege conferred by this Agreement, or to waive by the
                Company any breach of the terms, covenants or conditions of
                this Agreement, shall not be construed as thereafter waiving
                any such terms, covenants, conditions, rights or privileges but
                this Agreement shall continue and remain in full force and
                effect as if not such forbearance waiver had occurred.
        
23.             Any notice that may be or is required to be given may be given
                by mailing the same in a prepaid envelope at any post office in
                Canada addressed to the Party to whom it is to be given at the
                respective addresses as set forth herein or at such other
                addresses as such Parties shall advise   from time to time in
                writing and such notice shall be deemed to have been received on
                the third day after such mailing.  The Lessee shall immediately
                notify the Company of any change of address.
        

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24.             The Lessee hereby acknowledges that this Agreement constitutes
                the whole agreement between the Parties and no representations
                or warranties have been made to it except as herein contained.

25.             Whenever the singular or the masculine or the body corporate is
                used throughout this Agreement the same shall be deemed to
                include the plural or the feminine or the body politic or
                corporate also the respective heirs, executors, administrators,
                successors and permitted assigns of the Parties hereto and each
                of them where the context or the Parties thereto so require.

26.             This Agreement and everything herein contained shall enure to
                the benefit of and be binding upon the Parties hereto, their
                respective heirs, executors, administrators, successors and
                permitted assigns.

27.             The undersigned hereby acknowledges that it is aware and has
                been advised of the provisions of The Personal Property
                Securities Act of the Province of Alberta and fully understands
                the meaning of, the rights, benefits and protection given to it
                by the said Act and that pursuant to the provisions of this
                Agreement it has agreed to waive any benefits it may have
                pursuant to the said Act or any replacement legislation.

28.             The Company makes no representation and excludes any warranties
                of any kind, nature or description, express or implied, or
                arising by any law with respect to the EQUIPMENT including,
                without limiting the generality of the foregoing, the condition
                of the EQUIPMENT, its

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                compliance with any applicable laws, and its merchantability or
                its fitness for any particular purpose.

29.             This Agreement shall be construed in accordance with the laws of
                Alberta and the Parties agree to attorn to the jurisdiction of
                the Courts of Alberta in respect of all matters pertaining to
                this Agreement.

30.             The Company shall not be required to carry out any of the terms
                of this Agreement if prevented from doing so by any act of God,
                the Queen's enemies, civil insurrection, riot, strike or other
                causes beyond its control and shall not be responsible for any
                resulting loss or damages sustained by the Lessee. If by reason
                of legislation whether Municipal, Provincial or Dominion, the
                Company is required to perform obligations and covenants in a
                manner and to an extent in variance with those herein set forth,
                then and in such event the Company shall be deemed to have
                complied with such obligations and covenants if it complies with
                such legislation.

                IN WITNESS WHEREOF the Parties have duly executed this Agreement
the day and year first above written.


                                             MALHOTRA ENTERPRISES, LTD.         
                                                                                
                                             Per: [ILLEGIBLE]                   
                                                  ------------------------------


                                             SPECIALTY TESTING & CONSULTING LTD.

                                             Per: [ILLEGIBLE]
                                                  ------------------------------