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
---------------------                             --------------------
        President                                 secretary


GARB-OIL & POWER CORPORATION                      ATTEST:


By /s/ John C. Brewer                             /s/ Charles K. Laver
---------------------                             --------------------
        President                                 secretary

<PAGE>

                                   EXHIBIT TO
                               GARALIZER/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 Wast 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