EX-10.5

                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
                               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