[EXHIBIT 10.2]
                        February 24, 2003

     This  Letter  of Intent ("LOI") reflecting the understanding
between  Carbon Recovery Corp., a New Jersey corporation ("CRC"),
to  enter  into  a  definitive  agreement  (the  "Agreement",  or
"Definitive Agreement" or "Joint Venture") with SJAP, Inc., a New
Jersey  corporation ("SJAP"), to obtain, manufactuer and  deliver
fuel  chips  which  are manufactured from  used  tires.  In  this
letter, (i) the CRC and SJAP are sometimes called the "Parties

                            Part One
     The   Parties  wish  to  commence  negotiating   a   written
Definitive  Agreement providing for the Joint Venture.  Based  on
the   information  currently  known,  it  is  proposed  that  the
Definitive Agreement include the following terms:
     1.  Basic Transaction. The CRC would be resposable to the Joint
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         Venture to provide all raw materials (used tires) contracts and
         all contracts for the delivery of fuel chips. SJAP will be
         resposable for providing the processing equipment and operation
         including on site shredding for customers, shredding at SJAP work
         site, other additional processing and shipping. All revenues
         derived will first pay expenses of the Joint Venture and then be
         shared equally by the Joint Venture partners. Expenses shall be
         inclusive of marketing, processing, taxes, shipping, license fees
         and all other normal business costs. Neither Party will receive
         management fees for their participation in the Joint Venture
         unless mutially agreed to by both Parties.  Revenues shall
         consist of tipping fees for used tire collection and sales of
         fuel chips.
     2.  Closing. The closing of this transaction (the
         --------
         "Closing") would occur on or before the time specified
         in Part 1, Paragraph 4.4 herein, ("Closing Date).
     4.  Conditions  to  Closing. The Closing is subject  to  the
         -----------------------
         satisfaction of the following on or before  the  Closing
         Date set forth in this Letter of Intent:
     4.1 Non  Disclosure Agreements. The Parties will enter  into
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         a Non-Disclosure or Confidentially Agreement.
     4.2 Non-Competition Agreements.   The Agreement will
         --------------------------
         require the Parties to agree not to compete with the
         other for the intended business of the Joint Venture.
     4.3 Due   Diligence.   SJAP  and  CRC  completing   to   its
         ---------------
         satisfaction  a  due  diligence review  (`Due  Diligence
         Review")  and  inspection of  the  other  party  of  the
         assets  and  their  financial, legal, environmental  and
         other  affairs.  Between  the date  of  this  Letter  of
         Intent  and the Closing Date (or earlier termination  of
         the   transactions  contemplated  by  this   Letter   of
         Intent),  SJAP and its representatives and CRC  and  its
         representatives will be given full access to  the  other
         party's   books  and  records,  management,   employees,
         physical facilities, equipment and properties. SJAP  and
         its  representatives  and  CRC and  its  representatives
         will  undertake  its Due Diligence Review  in  a  manner
         that  does  not unduly interfere with the other  party's
         normal business operations.
     4.4 Definitive   Agreement.   SJAP  and  CRC   executing   a
         ----------------------
         Definitive  Agreement in a form approved by the  parties
         and   their  respective  legal  counsel  governing   the
         transactions  described by this  Letter  of  Intent  and
         superseding  this Letter of Intent. The  Parties  should
         execute the Definitive Agreement within forty-five  (45)
         days  from  the  date  of this LOI.  In  the  Definitive
         Agreement   the   Parties  shall  make  representations,
         warranties,  covenants  and  indemnities  of  the   type
         customary  in transactions of a similar size and  nature


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<PAGE>  Exhibit 10.2

         including   but  not  limited  to  representations   and
         warranties  pertaining to the assets and  operations  of
         Company   and  its  financial,  organizational,   legal,
         environmental    and    other    affairs    and     such
         representations  and  warranties  shall  be   true   and
         correct  as  of the Closing Date and all of which  shall
         survive Closing.
     4.5 Consents.    The Parties shall obtain the  consents,  in
         --------
         form  and substance necessary or desirable for  them  to
         carry  out  the  transaction as contemplated,  including
         without limitation, consent and authorizations of  third
         parties and governmental entities, if any.
     4.6 Opinion   of   Counsel.  Closing  under  the  Definitive
         ----------------------
         Agreement  will  be  conditioned  upon  receipt  by  the
         Parties   of  an  Opinion  of  Counsel  by  the  Parties
         covering  customary  matters for a transaction  of  this
         kind.
     4.7 Other Terms.
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         (a)  The  Parties  shall agree to  cooperate  fully
              with  each  other  in compiling and  supplying  any
              information that is required to prepare  a  private
              placement    offering    memoranda,    registration
              statement or other documents necessary in order  to
              comply with any state or federal securities laws.

                            Part Two

The following paragraphs of this LOI (the "Binding Provisions")
are the legally binding and enforceable agreements.
     1.  Access. During the period from the date this LOl is signed
         ------
         by the Parties (the "Signing Date') until the date on which
         either Party provides the other with written notice that
         negotiations toward a Definitive Agreement are terminated (the
         "Termination Date"), the Parties will provide to each other full
         and free access to information until the Termination Date
         provided in Part 1, Paragraph 4.4 herein.
     2.  Conduct of Business. During the period from the Signing Date
         -------------------
         until the Termination Date, the Parties shall operate their
         businesses only in the ordinary course.
     3.  Confidentiality. This LOI and all disclosures during the due
         ---------------
         diligence period regarding the Definitive Agreement shall be
         Confidential.. However, SJAP grants permission to CRC to disclose
         to stockholders and regulatory agiencies the existence of this
         LOI and the Definitive Agreement.
     4.  Public  Announcements.  The parties anticipate jointly
         ---------------------
         announcing their relationship. Prior to the execution of the
         Agreement by the parties, neither party shall make any public
         announcement about this LOI or the parties' discussions without
         the written consent of the other party, which consent shall not
         be unreasonably withheld or delayed. Either of the Parties may at
         any time make announcements which are required by applicable law,
         regulatory bodies, or stock exchange or stock association rules,
         so long as the party so required to make the announcement
         promptly upon learning of such requirement, notifies the other
         party of such requirement and discusses with the other party in
         good faith the exact wording of any such announcement, The
         parties agree that any announcement concerning the execution of
         this LOI or the Agreement shall be mutually agreed upon joint
         announcement.
     5.  Costs. SJAP and CRC will be responsible for and bear all of
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         its own costs and expenses (including any broker's or finder's



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<PAGE>  Exhibit 10.2


         fees and the expenses of its representatives) incurred at any
         time in connection with pursuing or consummating the Joint
         Venture.
     6.  Entire Agreement.  The Binding Provisions constitute the
         ----------------
         entire agreement between the parties, and supercede all prior
         oral or written agreements, understandings, representations and
         warranties, and courses of conduct and dealing between the
         parties on the subject matter hereof except as otherwise provided
         herein, the Binding Provisions may be amended or modified only by
         a writing executed by all of the parties.
     7.  Governing Law. The Binding Provisions will be governed by
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         and construed under the laws of the State of New Jersey without
         regard to conflicts of laws principles.
     8.  Jurisdiction: Service of Process. Any action or proceeding
         ------------
         seeking to enforce any provision of; or based on any right
         arising out of; this LOI may be brought against any of the
         parties in the courts of the State of New Jersey, or, if it has
         or can acquire jurisdiction, in the United States District Court.
         Each of the parties consents to the jurisdiction of such courts
         (and of the appropriate appellate courts) in any such action or
         proceeding and waives any objection to venue laid therein.
         Process in any action or proceeding referred to in the preceding
         sentence may be served on any party anywhere in the world.
     9.  Termination.  The Binding Provision will automatically
         -----------
         terminate on the date provided in Part 1, Paragraph 4.4 herein,
         and may be terminated earlier upon written notice by the SJAP to
         the CRC, for any reason or no reason, with or without cause, at
         any time; provided, however that the termination of the Binding
         Provisions will not affect the liability of a party for breach of
         any of the Binding Provisions prior to the termination. Upon
         termination of the Binding Provisions, the parties will have no
         further obligations hereunder.
     10. Counterparts. This LOI may be executed in one or  more
         ------------
         counterparts, each of which will be deemed to be an original copy
         at this LOI and all of which when taken together, will be deemed
         to constitute one and the same agreement.
     11. No Liability. The paragraphs and provisions of Part One of
         ------------
         this LOI do not constitute and will not give rise to any legally
         binding obligation on the part of any of the Parties. Moreover,
         except as provided in the Binding Provision (or as expressly
         provided in any binding written agreement that the Parties may
         enter into in the future) no past or future action, course of
         conduct, or failure to act relating to the Joint Venture, or
         relating to the negotiation of terms of the Joint Venture or any
         Definitive Agreement will give rise to or serve as a basis of any
         obligation or other liability on the part of the Parties.


Duly executed and agreed as to the Binding provisions on
________________, 2003

CRC: Carbon Recovery Corp.             SJAP: SJAP, Inc.



______________________________         _________________________________
By: Lois Augustine, President          By: Edward Stella, Jr., President



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<PAGE>  Exhibit 10.2