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                                     THE TORONTO-DOMINION BANK
                              NORTH BURNABY COMM. BKG. CTRE. 96560-004
                              1933 WILLINGDON AVE., NR. LOUGHEED HWY.
                                       BURNABY, B.C. V5C  5J3
                 $351,729.00
                 -----------  ----------------------------------------   -------
                                             BRANCH                        DATE

* "JOINTLY AND   On Demand for value received the undersigned jointly and
SEVERALLY"       severally* promise(s) to pay to THE TORONTO-DOMINION BANK (the
MAY BE DELETED   "Bank") or order at the above Branch, in lawful money of
IF THE UNDER-    Canada, the lesser of-
SIGNED IS ONE
CORPORATION      (i)  the principal sum of THREE HUNDRED FIFTY-ONE THOUSAND
OR ONE                SEVEN HUNDRED TWENTY-NINE ($351,729.00) DOLLARS (together
INDIVIDUAL            with interest as determinable below) and
BORROWER.
                 (ii) the unpaid principal balance of all advances (together
                      with interest as determinable below) made by the Bank to
                      the undersigned as recorded by the Bank in its records.

                 The Bank shall record in its records the amount of all
                 advances made under, payments made in respect of, and all
                 other amounts becoming due to the Bank under this Note
                 (collectively, the "Entries"). The Bank's records constitute,
                 in the absence of manifest error, conclusive evidence of the
                 indebtedness of the undersigned to the Bank pursuant to this
                 Note. The Entries shall be indicated on the statement of
                 account or accounts (the "Statement of Account"). Unless
                 within thirty (30) days of the date of the Statement of
                 Account (the "Statement Date") the undersigned claims and
                 establishes that an error has been made in the Entries, the
                 undersigned shall be precluded after the Statement Date from
                 objecting to the Entries listed on the Statement of Account,
                 and after the Statement Date the Entries shall be admissible in
                 any proceeding as full and conclusive evidence of the principal
                 and accrued interest and shall be binding on the undersigned to
                 the same extent and effect as though all the Entries had been
                 made pursuant to written instructions from the undersigned.

                 In addition to receiving the Statement of Account, the
                 undersigned may for information purposes only, no more often
                 than once quarterly, if requested, receive from the Bank a
                 loan history statement of all advances made under and
                 payments made in respect of this Note during that quarter.

                 The principal amount (including any overdue interest)
                 outstanding hereunder shall bear interest calculated and
                 payable monthly from and including the date hereof until
                 paid, before and after default or judgement, at the Bank's
                 prime rate plus 2% per annum.

                 Prime rate means the rate of interest per annum established
                 and reported by the Bank to the Bank of Canada from time to
                 time as the reference rate of interest for the determination
                 of interest rates that the Bank charges to customers of
                 varying degrees of credit worthiness in Canada for Canadian
                 dollar loans made by it in Canada.

                 The undersigned hereby acknowledge(s) that the undersigned
                 will be bound by any and all changes of the prime rate
                 irrespective of whether or not the Bank has directly
                 notified the undersigned of any such changes.

                                       For: UV Systems Technology Inc.

                                            /s/ KEN FIELDING
                                            ----------------
                                                KEN FIELDING