Exhibit 10.15

                                 NOTE AGREEMENT

         This NOTE AGREEMENT  ("Agreement") is entered into this the ____ day of
________ 2005 (the "Effective  Date"),  by and between _________ (the "Lender");
and Imperial Petroleum Recovery Corporation, a Nevada corporation ("Borrower").

                                    Recitals:

A.       Borrower seeks funds to provide  operating revenue for its business and
         is willing to provide a secured, convertible note to Lender.


B.       Lender is willing to loan sums to Borrower on the terms and  conditions
         set  forth in this  Loan  Agreement  and the  related  documents  to be
         prepared in conjunction with a loan by Lender to Borrower.

                                   Agreement:

     NOW THEREFORE,  in consideration of the promises,  covenants and conditions
hereinafter set forth, the parties hereto mutually agree as follows:

                                    ARTICLE I
                                   LOAN; NOTES

         1.1 AMOUNT OF LOANS. The Lender shall loan to the Borrower  pursuant to
the terms and conditions  set forth in this Agreement $ ________.  The amount of
each Loan shall be indicated by inserting the principal  amount of the Loan, the
date of the advance,  and the  signatures of Lender and Borrower on EXHIBIT A to
this  Agreement.  The Loan(s) are herein referred to collectively as the "Loans"
and individually as a "Loan."

         1.2  INTEREST  RATE.  The  interest  rate on the Loans  shall be twelve
percent  (12%) per annum,  simple  interest from that date of each advance until
the time of  repayment  and shall be paid in a single  payment in full  together
with payment of all other  indebtedness  under this  Agreement on the "Due Date"
(defined below). From and after the Due Date, or the date which is five (5) days
after the occurrence of any Event of Default (defined  below),  at the option of
Lender or the holder of any or all of the Note(s) (defined  below),  all amounts
owing under any Loan shall  become  immediately  due and payable in full and, to
the extent not then paid,  shall bear  interest at a default  rate equal to 15%.
Such default  interest shall be paid on the first day of each month  thereafter,
or on demand, if sooner demanded.

         1.3  ISSUANCE  OF  NOTES  FOR  THE  LOANS.  Each of the  Loans  will be
evidenced by a promissory  note in the form attached hereto as EXHIBIT B (herein
collectively  referred to as the "Notes," and individually as the "Note").  This
Agreement  and the Notes set forth the terms and  conditions  on which the Loans
are being made.

         1.4 DUE DATE. The principal and all accrued interest on the Loans shall
be due and  payable on the "Due Date" which shall be two years after the date on
which this  document was executed  unless  otherwise  due at Lender's  option in
respect of an Event of Default as provided in this agreement or the Note.

         1.5 USE OF LOAN FUNDS.  Borrower shall expend the Loaned Funds to repay
debt and fund working capital needs.

         1.6 SECURITY. As security for the performance of Borrower's obligations
with  respect  to the Loans and under this  Agreement,  Borrower  shall  grant a
security  interest  in  certain  assets of  Borrower  as set forth in a Security
Agreement (the "Security  Agreement")  dated the same date hereof,  and attached
hereto as  EXHIBIT C. Said  security  shall be shared  jointly  by all  Lenders.
Exercise of any rights under the Security  shall be decided by majority  vote of
all Lenders  sharing in such  security.  Each Lender shall  receive one vote for
each dollar that remains  outstanding  to such  Lender.  Any portion of the loan
converted into Common Stock  pursuant to the terms of the Promissory  Note shall
no longer be secured  pursuant to this  agreement and shall no longer  possess a
vote.  Lender is hereby  authorized to file,  and Borrower  hereby  ratifies and
approves  Lender's  filing of, any and all UCC  financing  statements  and other
perfection  certificates to perfect the security interest  authorized hereby and
created by the Security Agreement on terms consistent with the Loan Documents.

         1.7  LOAN  DOCUMENTS.  This  Agreement,  the  Notes  and  the  Security
Agreement are hereinafter collectively referred to as the "Loan Documents."

         1.8 CONVERSION TO COMMON STOCK AT OPTION OF LENDER.  Anything contained
elsewhere  in this  Agreement  or in the other Loan  Documents  to the  contrary
notwithstanding,  at the  option  of  Lender  at any time or times  following  a
"Change in Control"  (defined below) over Borrower while any of the indebtedness
evidenced by the Loan Documents is  outstanding,  Lender may elect, by notice to
Borrower,  to convert  all or any  portion (or  portions)  of the  indebtedness,
including  principal  and any accrued and unpaid  interest,  in each case,  to a
number shares of the common stock, par value $0.001 per share ("Common  Stock"),
of Borrower  determined  by dividing  the amount of such  indebtedness  to be so
converted  at such time by an amount  equal to $0.15 per share of Common  Stock.
Immediately  upon  Borrower's  becoming  aware of the  occurrence  of any events
giving rise to a Change in Control over  Borrower,  Borrower shall notify Lender
of the occurrence  thereof and shall provide to Lender  therewith a statement of
all  material  terms or  conditions  which may have  bearing on Lender's  choice
whether to exercise its right to convert the  indebtedness  to Common  Stock.  A
"Change in Control" shall consist of (a) any public  announcement by Borrower of
its intent to consummate  (i) any proposed  merger of Borrower in which Borrower
would not be the surviving corporation or as a result of which a majority of the
board of directors  would consist of "New Persons"  (defined below) or more than
25% of the outstanding voting power over Borrower would be beneficially owned by
New Persons;  (ii) a dissolution of Borrower; or (iii) any sale of any assets of
Borrower or its subsidiaries involving more than $2 million in value, or (b) the
occurrence of any New Person,  becoming, or publicly offering to Borrower or any
of its stockholders to become,  the beneficial owner (within the meaning of Rule
13d-3 under the Exchange  Act) of 25% or more of Borrower's  outstanding  Common
Stock or other voting securities. A "New Person" or "New Persons" shall mean any
person (as such term is used in Section  13(d) and  14(d)(2)  of the  Securities
Exchange Act of 1934, as amended ("Exchange Act")) or persons other than (A) any
current  equity holder which holds five percent (5%) or more of the Common Stock
in Borrower and has reported such ownership publicly,  or any affiliate thereof;
(B) an employee benefit plan of Borrower or any subsidiary or any entity holding
shares of capital  stock of  Borrower  for or  pursuant to the terms of any such
employee  benefit plan in its role as an agent or trustee for such plan;  or (C)
any affiliate of Borrower as of the date of this Agreement.

         1.9 PREPAYMENT.  The  indebtedness  evidenced by this Agreement and the
other Loan  Documents  may be prepaid by Borrower at any time.  However,  upon a
tender of payment by Borrower,  Lender shall have the right to refuse  repayment
and, as set forth  elsewhere in this  Agreement,  convert any or all of the loan
and/or  accrued  interest  into  Common  Stock.  Lender must  exercise  Lender's
conversion within 15 calendar days after receipt of the payment from Borrower by
returning the tendered  payment to Borrower  along with the fully  executed Note
Conversion  Exercise Form attached to the Convertible  Secured  Promissory Note.


                                       2
<PAGE>

                                   ARTICLE II
                   REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower hereby represents and warrants to Lender as follows:

         2.1  ORGANIZATION  AND  STANDING.  ARTICLES AND BY-LAWS.  Borrower is a
corporation  duly  organized and existing  under,  and by virtue of, the laws of
Nevada and is in good standing under such laws in each jurisdiction in which the
failure by Borrower to be in good standing would have a material  adverse effect
upon Borrower. Borrower has the requisite power and authority to own and operate
its properties and assets,  and to carry on its business as presently  conducted
and as proposed to be conducted.

         2.2 CORPORATE  POWER.  Borrower has all  requisite  legal and corporate
power and  authority to execute and deliver this  Agreement and to carry out and
perform its  obligations  under the terms of this  Agreement  and the other Loan
Documents.

         2.3  AUTHORIZATION.  All corporate action on the part of Borrower,  its
directors and stockholders necessary for the authorization,  execution, delivery
and  performance  of its  obligations  under this  Agreement  and the other Loan
Documents  has been taken.  This  Agreement  and the other Loan  Documents  when
executed and delivered by Alan B. Springer, Chief Executive Officer of Borrower,
shall  constitute a valid and binding  obligation  of Borrower,  enforceable  in
accordance  with  their  terms,  subject  only to laws  of  general  application
relating to  bankruptcy,  insolvency  and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable remedies.

         2.4 NO CONFLICT.  The  execution of this  Agreement  and the other Loan
Documents  by  Borrower  and its  delivery  to Lender  are not  contrary  to the
Articles of Incorporation  or bylaws of Borrower.  The execution and delivery of
this  Agreement  and  the  other  Loan  Documents  and the  consummation  of the
transactions  contemplated by this Agreement and the other Loan Documents by the
Borrower  will not (i) with the  passage  of time,  the  giving  of  notice,  or
otherwise,  result in a violation or breach of, or  constitute a default  under,
any term or provision of any materia1  agreement to which Borrower is a party or
to which any of its properties  are subject;  (ii) result in the creation of any
lien or other charge upon the assets of Borrower,  other than the liens  created
pursuant  to  the  Security  Agreement;  (iii)  result  in  an  acceleration  or
termination of any note, loan or security interest agreement or other agreement,
or (iv) result in a violation of any order,  judgment,  decree, rule, regulation
or law.

         2.5 SURVIVAL.  All  representations  and warranties of Borrower made in
this  Agreement or any other Loan  Document or in any  document,  statement,  or
certificate  furnished  in  connection  with this  Agreement  shall  survive the
execution and delivery of this  Agreement and the other Loan  Documents,  and no
investigation by Lender or funding of the Loans shall affect the representations
and  warranties  of Borrower  or the right of Lender to rely upon them.  Without
prejudice  to the  survival  of any other  obligation  of  Borrower  under  this
Agreement or any other Loan Document, the obligations of Borrower under Sections
6.1 and 6.2 shall survive repayment of the Note and termination of the Loan.

         2.6 FINANCIAL CONDITION. Borrower acknowledges that he is aware of that
the  Company is behind on its filings  with the SEC and the lender  acknowledges
receipt of its Form  10-KSB for the fiscal  year ended  October  31, 2001 ("Form
10-KSB"). The Company will issue to you an unaudited balance sheet as of October
31, 2002 and will undertake updating its audits and filings with the SEC.

         2.7  ABSENCE OF CERTAIN  CHANGES OR EVENTS.  Since the date of the Form
10-KSB:

         (a) There has not been (i) any material adverse change in the business,
operations,  properties,  assets, or condition of Borrower;  or (ii) any damage,
destruction,  or  loss  to  Borrower  (whether  or  not  covered  by  insurance)
materially and adversely affecting the business, operations, properties, assets,
or condition of Borrower;

         (b)  Borrower  has not (i) amended its  articles  of  incorporation  or
bylaws;  (ii)  declared  or made,  or agreed to declare or make,  any payment of
dividends or  distributions of any assets of any kind whatsoever to stockholders
or purchased or  redeemed,  or agreed to purchase or redeem,  any of its capital
stock; (iii) waived any rights of value which in the aggregate are extraordinary
or material considering the business of Borrower;  (iv) made any material change
in its method of management,  operation, or accounting;  or (v) entered into any
other material transaction; and

                                       3
<PAGE>

         (c)  Borrower  has not (i)  borrowed  or agreed to borrow  any funds or
incurred,  or become subject to, any material  obligation or liability (absolute
or  contingent);  (ii) paid any material  obligation  or liability  (absolute or
contingent) other than current liabilities  reflected in or shown on the balance
sheet therein; (iii) sold or transferred,  or agreed to sell or transfer, any of
its assets, properties, or rights (except assets, properties, or rights not used
or useful in its  business  which,  in the  aggregate  have a value of less than
$2,000), or canceled,  or agreed to cancel, any debts or claims (except debts or
claims which in the aggregate are of a value of less than $1,000);  (iv) made or
permitted any amendment or termination of any contract, agreement, or license to
which it is a party if such amendment or  termination  is material,  considering
the  business  of  Borrower;  or (v)  issued,  delivered,  or agreed to issue or
deliver any stock,  bonds or other  corporate  securities  including  debentures
(whether authorized and unissued or held as treasury stock).

         2.8 LITIGATION AND  PROCEEDINGS.  Except as expressly  disclosed in the
Form  10-KSB  there is no  proceeding  by or before  (or,  to the  knowledge  of
Borrower,  any  investigation by) any governmental or other  instrumentality  or
agency,  pending,  or, to the  knowledge  of  Borrower,  threatened  against  or
affecting Borrower or any of its properties or rights,  except for such actions,
suits, proceedings,  arbitrations or investigations that do not have and are not
reasonably likely to have,  individually or in the aggregate, a material adverse
effect on the condition of Borrower. There are no proceedings pending or, to the
best knowledge of Borrower,  threatened,  seeking to prevent or challenging  the
transactions  contemplated  by this Loan  Agreement.  Since the date of the Form
10-KSB,  there are no  proceedings,  pending  or to the  knowledge  of  Borrower
threatened,  which would require  disclosure  pursuant to Item 103 of Regulation
S-B of the  Securities  Act of 1933.  Borrower is not  subject to any  judgment,
order or  decree  entered  in any  proceeding,  which  has had or  could  have a
material adverse effect on the condition of Borrower.

         2.9 SEC  FILINGS.  Borrower  is not  current  in its  filings  with the
Securities  and Exchange  Commission.  However it will  undertake to get filings
current as soon as possible.

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE LENDER

          Lender hereby represents and warrants to Borrower as follows:

         3.2  AUTHORITY.  Lender has all  requisite  authority  or  capacity  to
execute and deliver  this  Agreement  and those of the other Loan  Documents  to
which Lender is a party and to carry out and perform Lender's  obligations under
the terms of this Agreement.

         3.3  AUTHORIZATION.  All action on the part of Lender necessary for the
authorization, execution, delivery and performance of Lender's obligations under
this Agreement and those of the other Loan Documents to which Lender is a party,
have been taken.  This  Agreement and those of the other Loan Documents to which
Lender is a party,  when  executed and delivered by Lender,  shall  constitute a
valid and binding  obligation of Lender  enforceable  in  accordance  with their
terms,  subject  only to laws of general  application  relating  to  bankruptcy,
insolvency  and the  relief  of  debtors  and  rules of law  governing  specific
performance, injunctive relief or other equitable remedies.


                                       4
<PAGE>

                                   ARTICLE IV
                                     DEFAULT

         4.1 EVENTS OF DEFAULt.  Each of the following shall be deemed an "Event
of Default" under the Loan Documents:

         (a)  Borrower  shall fail to pay when due any payment of  principal  or
interest under a Note or any part thereof.

         (b) Any  representation or warranty made or deemed made by Borrower (or
any of its  officers)  in any Loan  Document  shall  be  false,  misleading,  or
erroneous in any material respect when made or deemed to have been made.

         (c)  Borrower  shall  fail to  perform,  observe,  or  comply  with any
covenant,  agreement,  or term  contained  in this  Agreement  or any other Loan
Document.

         (d) Borrower shall commence a voluntary proceeding seeking liquidation,
reorganization,  or other  relief with  respect to itself or its debts under any
bankruptcy,  insolvency,  or other  similar  law now or  hereafter  in effect or
seeking the appointment of a trustee, receiver, liquidator,  custodian, or other
similar  official of it or a substantial  part of  Borrower's  property or shall
consent to any such relief or to the appointment of or taking  possession by any
such official in an involuntary case or other proceeding commenced against it or
shall make a general  assignment  for the benefit of creditors or shall take any
corporate action to authorize any of the foregoing.

         (e) An  involuntary  proceeding  shall be  commenced  against  Borrower
seeking liquidation,  reorganization,  or other relief with respect to it or its
debts under any bankruptcy, insolvency, or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian,
or other similar official for it or a substantial part of its property, and such
involuntary  proceeding  shall remain  undismissed  and unstayed for a period of
sixty (60) days.

                                    ARTICLE V
                               GENERAL PROVISIONS

         5.2 REMEDIES  UPON  DEFAULT If any Event of Default  shall occur and be
continuing, Lender may without notice terminate the Loan and declare the Note or
any part thereof to be immediately due and payable, and the same shall thereupon
become immediately due and payable, without notice, demand, presentment,  notice
of dishonor, notice of acceleration,  notice of intent to accelerate,  notice of
intent to demand,  protest,  or other  formalities of any kind, all of which are
hereby expressly waived by Borrower.  If any Event of Default shall occur and be
continuing,  Lender may exercise all rights and remedies  available to it in law
or in equity, under the Loan Documents.

         5.3  PERFORMANCE  BY LENDER.  If  Borrower  shall  fail to perform  any
covenant or agreement contained in any of the Loan Documents, Lender may perform
or attempt to perform such covenant or agreement on behalf of Borrower.  In such
event, Borrower shall, at the request of Lender promptly pay any amount expended
by Lender in  connection  with such  performance  or  attempted  performance  by
Lender.  Notwithstanding the foregoing, it is expressly agreed that Lender shall
not have any liability or  responsibility  for the performance of any obligation
of Borrower under this Agreement or any other Loan Document.



                                       5
<PAGE>





                                   ARTICLE VI
                               GENERAL PROVISIONS

         6.1 EQUITABLE  RELIEF.  Borrower  recognizes that in the event Borrower
fails to pay, perform, observe, or discharge any or all of the obligations,  any
remedy at law may prove to be inadequate  relief to Lender.  Borrower  therefore
agrees that Lender,  if Lender so requests,  shall be entitled to temporary  and
permanent  injunctive  relief in any such case without the  necessity of proving
actual damages.

         6.2 NO WAIVER CUMULATIVE REMEDIES.  No failure on the part of Lender to
exercise  and no delay in  exercising  and no course of dealing with respect to,
any right,  power,  or privilege  under this Agreement shall operate as a waiver
thereof,  nor shall any  single or partial  exercise  of any  right,  power,  or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right,  power,  or privilege.  The rights and remedies
provided for in this  Agreement and the other Loan  Documents are cumulative and
not exclusive of any rights and remedies provided by law.

         6. 3 AMENDMENT; WAIVER. No amendment or waiver of any provision of this
Agreement,  nor consent to any  departure  by Borrower  therefrom,  shall in any
event be effective  unless the same shall be in writing and signed by Lender and
such waiver or consent shall be effective only in the specific  instance and for
the specific purpose for which given.

         6.4 NO  DUTY.  All  attorneys,  accountants  and  consultants  retained
exclusively by Lender shall have the right to act exclusively in the interest of
Lender and shall have no duty of disclosure,  duty of loyalty,  duty of care, or
other duty or obligation of any type or nature  whatsoever to Borrower or any of
Borrower's owners or an other person.

         6.5 NOTICE.  Any notice or communication to be given under the terms of
this Agreement  ("Notice") shall be in writing and shall be personally delivered
or sent by facsimile, overnight delivery or registered or certified mail, return
receipt requested.  Notice shall be effective (i) if personally delivered,  when
de1ivered; (ii) if delivered by facsimile, on the day of transmission thereof on
a proper  facsimile  machine with  confirmed  answerback;  (iii) if delivered by
overnight  delivery,  the day after  delivery  thereof to a reputable  overnight
courier service; and (iv) if mailed, at midnight on the third business day after
deposit in the mail, postage prepaid. Notices shall be addressed as follows:

If to Borrower:            Imperial Petroleum Recovery Corporation
                           1970 South Starpoint Drive
                           Houston, Texas 77032
                           Attn: Alan B. Springer, Chairman and CEO
                           Fax No.: 281-821 -1118

If to Lender:



or at such other  address as a party may from time to time  designate  by Notice
hereunder.

         6.6 COSTS,  EXPENSES AND TAXES.  If Borrower  fails to pay when due the
principal  of, or any interest on, the Loans,  or fails to comply with any other
provisions of this  Agreement or any other Loan  Document,  Borrower wil1 pay on
demand  all  costs  and  expenses  including,  without  limitation,   reasonable
attorneys'  fees and legal  expenses,  incurred  by Lender  in  connection  with
collecting  any sums due on or on account of the Loan or in otherwise  enforcing
any of Lender's rights under this Agreement or the other Loan Documents.

                                       6
<PAGE>

         6.7 BINDING  EFFECT.  This Agreement and the other Loan Documents shall
be  binding  upon and inure to the  benefit  of  Borrower  and  Lender and their
respective successors and assigns, except that Borrower shall not have the right
to assign  its rights  hereunder  or any other Loan  Document,  or any  interest
herein or therein without the prior written consent of Lender.

         6.8 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Texas and the  applicable  laws of the
United  States of America.  This  Agreement  has been  entered  into in Houston,
Texas,  and it shall be  performable  for all  purposes in Houston,  Texas.  Any
action,  or proceeding  against  Borrower under or in connection with any of the
Loan  Documents may be brought in any state or federal court in Houston,  Texas.
The Borrower  hereby  irrevocably  (i) submits to the exclusive  jurisdiction of
such courts,  and (ii) waives any  objection it may now or hereafter  have as to
the venue of any such action or  proceeding  brought in any such court,  or that
any such court is an inconvenient forum. Borrower agrees that service of process
upon it may be made by certified or registered mail return receipt  requested at
its  address  specified  above.  Nothing  herein  or in any of  the  other  Loan
Documents  shall affect the right of Lender to serve process in any other manner
permitted  by law or shall  limit the  right of  Lender  to bring any  action or
proceeding  against Borrower or with respect to any of its property in courts in
other  jurisdictions.  Any action or proceeding by Borrower against Lender shall
be brought only in a Court located in Houston, Texas.

         6.9  FURTHER  ASSURANCES.  Each of the  parties  hereto  take  all such
actions, and shall execute and deliver all such documents and instruments as may
be  reasonably  requested  by the others to carry out the purposes and intent of
the provisions of this Agreement.

         6.10  SEVERABILITY.  In the event that any provision of this  Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable  or void,  this Agreement  shall continue in full force and effect
without said provision

         6.11  COUNTERPARTS.  This Agreement and the other Loan Documents may be
executed in multiple  counterparts,  each of which shall be enforceable  against
the party actually  executing such counterpart,  and all of which together shall
constitute  one  instrument.  This  Agreement and any other Loan Document may be
executed and sent via facsimile which facsimile shall be binding and enforceable
as if an original;  provided,  however,  that original  executed  copies of this
Agreement  and of the  other  Loan  Documents  shall in fact be  required  to be
delivered by each of the parties.

         6.12  TITLES  AND  SUBTITLES.  The titles  and  subtitles  used in this
Agreement are used for convenience  only and are not considered in construing or
interpreting this Agreement.

         6.13  CONSTRUCTION.  Borrower and Lender  acknowledge that each of them
has had the benefit of legal  counsel of its own choice and has been afforded an
opportunity to review this Agreement and the other Loan Documents with its legal
counsel and that this Agreement and the other Loan Documents  shall be construed
as if jointly drafted by Borrower and Lender.

         6.14 INDEPENDENCE OF COVENANTS.  All covenants hereunder shall be given
independent  effect so that if a particular action or condition is not permitted
by any of such  covenants,  the fact that it would be  permitted by an exception
to, or be otherwise  within the limitations of, another covenant shall not avoid
the  occurrence of a Event of Default if such action is taken or such  condition
exists.

         6.15 NO ORAL  AGREEMENT.  This  written  agreement,  the  note  and the
security agreement represent the final agreement between the parties and may not
be  contradicted  by  evidence of prior,  contemporaneous,  or  subsequent  oral
agreements of the parties.  There are no oral agreements between the parties. IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective  officers  thereunto duly authorized as of the date first above
written. BORROWER: IMPERIAL PETROLEUM RECOVERY CORPORATION


By:  /s/  Alan B. Springer
     ----------------------------------
     Alan B. Springer, Chairman and CEO




                                       7
<PAGE>

<TABLE>
<CAPTION>


                           EXHIBIT A TO NOTE AGREEMENT
                                SCHEDULE OF LOANS
--------------------- --------------------- ----------------------------------------- ---------------------------------------
                                                                                      Signature on behalf of Borrower by an
    Date of Loan      Principal Amount of                                               officer of Borrower (with printed
                              Loan                Signature on behalf of Lender                  name and title).
--------------------- --------------------- ----------------------------------------- ---------------------------------------
<S>                   <C>                   <C>                                       <C>

--------------------- --------------------- ----------------------------------------- ---------------------------------------
       TOTAL

--------------------- --------------------- ----------------------------------------- ---------------------------------------
</TABLE>

                                       8