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.).

<PAGE>

         Dated the 20th day of September, 2002.


         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

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<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

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