EX-10.4  AGREEMENT: GARBALIZER MACHINERY CORP AND COMPANY  AGREEMENT  This agreement entered into the date below shown between Garbalizer Machinery Corporation, a Utah corporation [Garbalizer] and Garb-Oil & Power Corporation, a Utah corporation [Garb-Oil] Whereas Garbalizer, on February 25, 1999 entered into a stock exchange agreement with RecycleNet Corporation of Ontario, Canada [RecycleNet], and Whereas Garbalizer and RecycleNet agreed that Garbalizer would have, prior to the closing of said agreement, the right to sell and convey all its existing assets (including the Garbalizer name and logo, patents, machinery designs, and contract rights) to Garb-Oil in exchange for Garb-Oils assumption of existing indebtedness of Garbalizer in the approximate amount of $500,000.00 (U.S.), and Whereas Garb-Oil is desirous of obtaining said existing assets, the Garbalizer name and logo, patents, machinery designs, and contract rights and further, is desirous of assuming the existing indebtedness of Garbalizer in the approximate amount of $500,000.00 (U.S.), and Whereas the board of directors of both Garbalizer and Garb-Oil have by resolution authorized their respective corporation to enter into this transaction and have authorized the officers of their respective corporations to perform all acts necessary and to execute all documents necessary to effect this transaction, therefore Garbalizer, by these presents, hereby convoys all existing assets including all right, title, and interest in and to the Garbalizer name and logo, patents [as identified in the attached exhibit], machinery designs, and contract rights by it possessed. Garb-Oil, by these presents, and as consideration for the assets above referenced, hereby assumes all existing indebtedness of Garbalizer in the approximate amount of $500,000.00 (U.S.). Dated the 19th day of March, 1999.  GARBALIZER MACHINERY CORPORATION
        ATTEST:
   By /s/ John C. Brewer
        /s/ Charles K. Laver
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        ----------------------------
 President
        Secretary
  GARB-OIL & POWER CORPORATION
        ATTEST:
   By /s/ John C. Brewer
        /s/ Charles K. Laver
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        ----------------------------
 President
        Secretary
   
  
 EXHIBIT TO GARBALIZER/GARB-OIL AGREEMENT  GARBALIZER SHREDDER PATENTS  U.S. PATENTS  patent #3578252
 patent #3708127
 patent #3762655
 patent #3840187
 patent #3893635
 patent #3951346
 patent #4059236
 patent #4082232
 patent #4099678
 patent #4125228
 patent #4176800
 patent #4205799
 patent #4350308
 patent #4927088
  INTERNATIONAL PATENTS  Canada
        patent #1018958
 Canada
        patent #1137949
 Switzerland
        patent #555195
 Japan
        patent #924581
 England
        patent #1441783
 France
        patent #74-02442
    Garbalizer Machinery Corporation has the following machinery patents which it intends to develop and market as funds become available:  Mechanical Waste Receiver
        patent #3660038
 Waste Remover Vehicle [packer truck]
        patent #3831789
 Air Classification
        patent #3856217
 Refuse Processing Equipment [mangler]
        patent #3966129
 Waste Mangler System and Structure
        patent #3993256