Schedule "A"
OFFER TO PURCHASE

TO: CRISTALLO HOLDINGS INC.
         #206, 10458 Mayfield Road
         Edmonton, Alberta
         T5P 4P4


Attention; Heinz Lueders, Chief Financial Officer

(hereinafter referred as the "Vendor")

LAVALEE  FINANCIAL  CORPORATION or ITS NOMINEE  (hereinafter  referred to as the
"Purchaser")  hereby  offers and agrees to  purchase  the lands  containing  the
industrial  biomedical  waste  facility  situated  in the  Village of  Beiseker,
Alberta,  and  legally  described  on  certificate  of title  number 981 074 308
(hereinafter referred to as the "Lands"), namely:

         PLAN 4126 HJ BLOCK D

         CONTAINING 1.96 HECTARES (4.83 ACRES) MORE OR LESS

         EXCEPTING THEREOUT THOSE PORTOINS ON THE

         FOLLOWING PLANS

                  PLAN              NUMBER  HECTARES          ACRES MORE
                                                                 OR LESS
         SUBDIVISION            7610935          0.452                1.05
         SUBDIVISION            7610936          0.380                0.94

         EXCEPTING THEREOUT ALLMINES AND MINERALS

         AND THE RIGHT TO WORK THE SAME


the buildings  (hereinafter referred to as the "Buildings") located on the Lands
and the  equipment,  parts,  tools,  system,  licenses,  customer  and  supplier
information  and lists,  all  customer and supplier  contracts  and  unfulfilled
orders,  all books and records  necessary  for the  operation of the  industrial
biomedical waste facility, all licenses,  intellectual property rights, patents,
computer  equipment,  computer hardware and software,  telephone system,  office
supplies and furniture,  trailer units and all other items and fixtures  located
on the Lands and necessary in order to operate the industrial  biomedical  waste
facility (hereinafter referred to as the "Equipment")  including,  in particular
the items described in Schedule "A" attached  hereto,  (the Lands, the Buildings
and the  Equipment  are sometimes  hereinafter  collectively  referred to as the
"Property") free and clear of all liens, encumbrances,  notifications,  charges,
adverse claims or interests  whatsoever  except for those interests set forth in
Schedule  "B"  attached  hereto  (hereinafter  referred  to  as  the  "Permitted
Encumbrances")

This offer to purchase is made on the following terms and conditions:

1.                The full purchase price shall be paid in the following manner:

a.                FIFTY  THOUSAND  ($50,  000.00)  DOLLARS cash  (Canadian) as a
                  deposit  to be  paid  to  the  Vendor's  solicitors,  Cummings
                  Andrews  Mackay LLP and to be held in trust and to be credited
                  to the Purchaser and allowed as part of the purchase  price on
                  closing of the  transaction and which is to be returned to the
                  Purchaser if the Vendor does not complete the  transaction  or
                  if the  Purchaser  terminates  pursuant to  paragraph  4(2) or
                  paragraph 7 hereof;
b.                ONE MILLION FOUR HUNDRED THOUSAND ($1, 400, 000.00) DOLLARS in
                  cash  (Canadian) on Closing;  c. FIVE HUNDRED  FIFTY  THOUSAND
                  ($550,  000.00)  DOLLARS by second mortgage back to the Vendor
                  with simple
                  interest at the rate of six (6%) percent per annum by five (5)
                  equal consecutive monthly installments of ONE HUNDRED THOUSAND
                  ($100,  000.00)  DOLLARS  each  commencing  on the  1st day of
                  January,  2006 and FIFTY THOUSAND ($50, 000.00) DOLLARS on the
                  1st of May, 2006. Interest shall be payable monthly;
d.                ONE MILLION ($1,000, 000.00) DOLLARS by delivery of 1, 000,000
                  restricted  trading shares of Canglobe  International  Inc., a
                  public corporation;
e.                ONE MILLION  ($1,  000,000)  DOLLARS by delivery of 1, 000,000
                  restricted  Rule 144 shares of  Canglobe  International  Inc.,
                  which  are  releasable  in  escrow on  September  30th,  2005,
                  without further conditions.

The deposit  referred to in paragraph 1 (a) above (the  "deposit") may be placed
in an interest bearing trust account by the Vendor's solicitors and all interest
paid or accruing prior to closing shall be parable to the Vendor.

2.       The purchase price shall include,  without  limitation,  the Lands, the
         Buildings, the Equipment and all structures,  erections,  improvements,
         appurtenances  and  fixtures  situated in or upon the  Property and all
         systems, machinery,  chattels and equipment used or intended to be used
         in connection  with the operation and the maintenance of the industrial
         biomedical  waste  facility,  all to be free and  clear  of all  liens,
         charges, encumbrances and interests.

3.       The date of  closing  and  possession  shall be July 1st,  2005 or such
         other  date as may be agreed  upon  between  the  parties  (hereinafter
         referred to as the "Closing Date").
     All rentals, taxes, amortized local improvement levies, utilities, interest
     and all other  adjustable  items  with  respect  to the  Property  shall be
     adjusted as between the Purchaser and Vendor as the Closing Date.

     4(1) the Purchaser's obligation to complete this transaction on the Closing
     Date shall be subject to the following conditions precedent,  which must be
     met on or before June 1st, 2005.

a. the Purchaser obtaining financing satisfactory to it in its sole discretion:

b.       the Purchaser  satisfying itself with respect to the state of the title
         of the Lands, zoning and surveyor's certificate, including the form and
         content of the Permitted Encumbrances;

c.       the Purchaser  satisfying itself with respect to the mechanical fitness
         of the Equipments:

d.       the Purchaser arranging  satisfactory  non-competition  agreements with
         the Vendor  and all key  personnel  relating  to the  operation  of the
         industrial biomedical waste facility;

e.       the  Purchaser  satisfying  itself  with  respect  to an  environmental
         inspection, impact study and report on the Property compliance with all
         Federal,  Provincial and Municipal  laws, all licensing and regulations
         relating to the  disposal of  hazardous  biomedical  waste and that the
         Property   does  not  contain   hazardous   substances,   materials  or
         conditions;

f.       the Purchaser arranging satisfactory  employment contracts with all key
         personnel to oversee the operation and the Beiseker facility subsequent
         to the Closing Date; and

g.       the Purchaser  obtaining (through permitted  assignment from the vendor
         or  directly  from the  applicable  municipal,  provincial  or  federal
         authority) all licenses,  permits and approvals required to operate the
         Beiseker facility for its intended use as a waste  incineration  plant,
         including but limited to the incineration of biomedical waste;

h.       the Purchaser obtaining satisfactory insurance; and

i.       the Purchaser being satisfied with the audited financial statements for
         Cristallo Engineering Technologies Inc.

(2)      If the  Purchaser  shall give  written  notice to the  Vendor  that any
         condition  precedent  referred  to in this  paragraph  4 has  not  been
         satisfied or waived then the agreement  constituted  by the  acceptance
         hereof sale be null and void and the deposit  referred to in  paragraph
         1(a) shall be  returned  to the  Purchaser  together  with the  accrued
         Interest  thereon,  if  any,  whereupon  neither  the  Vendor  nor  the
         Purchaser shall have any continuing rights or obligations hereunder.

(3)      The conditions  precedent  contained in this paragraph 4 are stipulated
         for the sole benefit of the Purchaser,  and the Purchaser may waive any
         condition precedent.

(4)      If the Purchaser  shall give written  notice to the Vendor that all the
         conditions  precedent  referred  to  in  this  paragraph  4  have  been
         fulfilled,  complied  with or waived,  then this  transaction  shall be
         completed hereinafter provided.

(5)      Failure of the  Purchaser to give written  notice to the Vendor  before
         June 1st, 2005 shall be deemed to mean that the Purchaser has satisfied
         itself as to the  fulfillment  of the  conditions  or has  waived  such
         conditions,  in which event the agreement constituted by the acceptance
         hereof shall be in full force and effect and the  transaction  shall be
         completed as hereinafter provided.

5(1)     by its  acceptance  of  this  offer,  the  Vendor  covenants  with  and
         represents and warrants to the Purchaser that:

a.       there are not now, and will not at the Closing Date be:

     i. any agreement or option for the purchase of the Property  other than the
     agreement  resulting  from an acceptance of this offer;  ii. except for the
     Permitted  Encumbrances,  any  right-of-way  or  other  casement  howsoever
     created upon, over or in respect of the Lands;


b.       there will not at the Closing Date be any subsisting lease or agreement
         for a lease affecting the Property or any liens,  charges,  instruments
         or encumbrances except the Permitted Encumbrances.

c.       Subject to  subparagraph  6(1)(b),  the Vendor will at the Closing Date
         convey good and marketable  title to the Property free and clear of all
         liens, charges and encumbrances other than the Permitted Encumbrances.

d.       at the Closing Date the Buildings and  improvements  on the Lands shall
         be  wholly  situate  within  the  boundaries  of the  Lands,  shall not
         encroach upon any easement or utility  right-of-way  on the Lands,  and
         there shall be no  encroachments  upon the Lands by  buildings or other
         structures or improvements belonging to owners of adjoining properties;

e.       at the Closing Date the Buildings and  improvements  on the Lands shall
         comply with all applicable  building,  zoning, and land use by-laws and
         regulations or any other by-law or governmental  regulations  affecting
         the Lands;






f.       at the Closing  Date all accounts  for work,  labour and material  with
         respect to Property shall have been fully paid;

g.       the  Vendor  shall  not  have  received  before  the  Closing  Date any
         complaint,  order or direction from ay competent  authority  concerning
         the use of the Lands and/or the  non-compliance  of the Buildings  with
         any applicable statute, law, by-law,  regulation or ordinance affecting
         the use and  occupation of the same,  unless such  complaint,  order or
         direction  shall have been  complied with or the Vendor shall have made
         adequate provision to the reasonable  satisfaction of the Purchaser for
         compliance therewith,  and on the Closing date there will be no pending
         compliance therewith,  and on the Closing Date there will be no pending
         proceedings in connection with any such  non-compliance and to the best
         of the knowledge and belief of the Vendor, no such non-compliance shall
         then exist;

h.       it is not aware of any  expropriation or proposed  expropriation of the
         Property or any part thereof;

i.       at the  Closing  Date  there  shall be no  conditional  sale  contract,
         security agreement, or chattel mortgage affecting the Property;

j.       it will within five (5) business days of the  acceptance of this offer,
         at the expense of the Vendor, deliver to the Purchaser the following

i.       any plans and specifications  relating to the original construction and
         improvement of the Buildings and  "as-built"  drawings which are in the
         possession or control of the Vendor; and

     ii. such further  information  and  documentation  relating to the permits,
     exemptions  and  regulatory  approvals  obtained by the Vendor to allow the
     Beiseker facility to operate as a waste incineration plant which are in the
     possession or control of the Vendor.

     iii.  complete copies of all customer and supplier list's,  information
     and contracts;

     iv. complete and accurate list of all Licenses;
     complete copy of all environmental audits (internal or external),  relating
     to the Property and industrial biomedical waste facility;

     vi. complete and accurate list of all employees,  agents or representatives
     or independent contractors including their employment contracts, details of
     employment,  salary,  benefits,  age,  location of employment,  start date,
     status as to whether  full-time or  part-time,  bonus and vacation and sick
     day entitlement.

     vii.  copies  of  records  and  documents  relating  to  the  establishment
     operation and management of the Property and the originals of all building,
     development,  real  property  report,  letter of  compliance  and occupancy
     permits or similar  documents related to the Property within the possession
     or control of the Vendor; and

     vii.  copies of two (2) years audited  financial  statements  for Cristallo
     Engineering Technologies Inc.

k.       the Vendor is a corporation duly incorporated and organized and validly
         subsisting  under  the  laws of the  Province  of  Alberta  and has the
         corporate  power  to own or  lease  the  Property  , the  carry  on the
         business  of an  industrial  biomedical  waste  facility  as now  being
         conducted by it and to enter into this Offer of Purchase and to perform
         its  obligations   hereunder.   The  Vendor  is  duly  qualified  as  a
         corporation to do business in each  jurisdiction in which the nature of
         the  aforementioned  business  or  Property  makes  such  qualification
         necessary;

l.       the  execution and delivery of this Offer of Purchase by the Vendor and
         the  consummation  of the  transactions  contemplated  herein  will not
         result  in any  breach or  violation  of any of the  provisions  of, or
         constitute  as  a  default  under,   or  conflict  with  or  cause  the
         acceleration  of any  obligation  of the Vender  under any  contract to
         which the Vendor is a party with its customers or suppliers

m.       the Property,  including and in particular,  the Equipment,  is in good
         operating condition , repair and proper working order;

n.       the Vendor has not received or has no knowledge or  information  of any
         existing,  pending or  threatened  litigation  or claim for judicial or
         administrative  action which could in any manner  adversely  affect the
         Property;

o.       the zoning of the Lands permits their current use;

p.       the Vendor is the beneficial owner of all the Vendor's right, title and
         interest  in  and  to  its  trademarks,   copyrights  and  intellectual
         property, free and clear of all encumbrances;

q.       the  Vendor  has  performed  all  of  the  obligations  required  to be
         performed by it and is entitled to all  benefits  under it, and its not
         in default  or  alleged  to be in  default  in respect of any  contract
         relation to the Property to which it is a pasty or by which it is bound

r.       all such  contracts  are in good standing and in full force and effect,
         and no event,  condition or  occurrence  exists  that,  after notice or
         lapse of time or both,  would  constitute  a  default  under any of the
         foregoing;


s.       the  Vendor  is  in  compliance  will  all  laws,  by-laws,   statutes,
         ordinances, regulations, rules, judgments, decrees or orders applicable
         to the  Property and conduct of business at the  industrial  biomedical
         waste facility;

t.       each license, permit, approval, consent,  certificate,  registration or
         authorization  (hereinafter  referred to as "License") the Vendor holds
         is valid,  subsisting  and in good  standing,  and the Vendor is not in
         default or breach of any License  and, to the  knowledge of the Vendor,
         no proceeding is pending or threatened to revoke or limit any License.


u.       The Vendor will make available to the Purchaser the financial books and
         records of the Vendor  relating to the  Property  and  operation of the
         industrial  biomedical  waste  facility  and said  financial  books and
         records  fairly  and  correctly  set out  and  disclose  the  financial
         position  of the  Vendor  at  the  applicable  date  thereof;  and  all
         financial  transactions of the Vendor have been accurately  recorded in
         such financial books and records;

v.       the  financial  information  referred to in previous  paragraph (u) and
         appraisal reports previously  provided to the Purchaser are correct and
         complete  in all  respects  and the Vendor is not aware of any error or
         omissions  relating thereto.  The financial  information and appraisals
         reports present fairly in accordance with generally accepted accounting
         principles all of the assets,  liabilities  and financial  condition of
         the industrial  biomedical waste facility  business and Property at the
         date of the  financial  information,  appraisal  reports and the sales,
         earnings  and results of  operations  of the  Property  and  industrial
         biomedical  waste  facility  for the period  covered  by the  financial
         information and appraisal reports;

w.       the Vendor has duly filed on a timely basis all tax returns required to
         be filed by it in respect to Federal,  Provincial  and Municipal  taxes
         and has paid all taxes that are due and payable,  and all  assessments,
         re-assessments,  charge,  penalties,  interest and fines due payable by
         it. There are no actions suits,  proceedings,  investigations or claims
         pending  or, to the  knowledge  of the Vendor,  threatened  against the
         Vendor in respect of Federal,  Provincial and Municipal  taxes, now are
         any matters in discussions relating to taxes;

x.       there  will  not be  any  material  adverse  changes  in  the  affairs,
         operations  or condition  (financial  or otherwise) of the Property and
         industrial  biomedical waste facility  business or in the prospects for
         the Property and industrial biomedical waste facility business;

y.       no  supplier  or  customer  has any  intention  to cancel or change its
         contract or relationship  or the terms upon which is conducts  business
         with the Vendor;



z.       there are no actions,  suits or proceedings (whether or not purportedly
         on behalf of the Vendor)  pending,  or to the  knowledge of the Vendor,
         threatened  against of affecting the Vendor,  the Property at law or in
         equity or  before or by any  Federal,  Provincial,  Municipal  or other
         governmental department,  court,  commission,  board, bureau, agency or
         institution,  domestic  or  foreign,  or  before  or by an  arbitrator,
         arbitration board or mediator. The Vendor is not aware of any ground on
         which  any  such  action,   suit  or  proceeding  might  reasonably  be
         commenced.

aa.      the Vendor,  in respect of the Property and the  industrial  biomedical
         waste facility business,  is in compliance with all applicable federal,
         Provincial, Municipal and local laws, statutes, ordinances, by-laws and
         regulations,  and orders,  directives,  codes, guidelines and decisions
         rendered   by   any   ministry,   court,   authority,   department   or
         administrative or regulatory  agency("Environmental  Laws") relating to
         the protection of the  environment,  occupational  health and safety or
         the  processing,   distribution,  use,  treatment,  storage,  disposal,
         transport  or  handling  of  any  pollutions,   chemicals,   wastes  or
         industrial  toxic  or  hazardous   wastes  or  substances   ("Hazardous
         Substances")

bb.      the Vendor has obtained or is entitled to operate  under all  licenses,
         permits,  approvals,  consents,  certificates,  registrations and other
         authorizations under the Environmental Laws  ("Environmental  Permits")
         required for the operation of the Property in the industrial biomedical
         waste facility business. Each Environmental Permit is valid, subsisting
         and in good standing, and the Vendor is not in default or breach of any
         Environmental  Permit and, to the Vendor's knowledge,  no proceeding is
         pending or threatened to revoke or limit Environmental Permit;

cc.      the Vendor has not caused or  permitted,  nor does the Vendor  have any
         knowledge of, the release,  in any manner whatsoever,  of any Hazardous
         Substance  on or from the  Property  utilized in the  biomedical  waste
         facility business and all Hazardous Substances and all other wastes and
         other  materials and substances  used in whole or in part by the Vendor
         in  connection  with the  Property  or  resulting  from the  industrial
         biomedical waste facility have been deposed of or treated in compliance
         with all Environmental Laws;

dd.      the Vendor will pay or provide for all salary and other  amounts due to
         all employees of the  industrial  biomedical  waste  facility up to and
         including,  the Closing.  The Vendor will pay all severance amounts due
         to employees not hired by the Purchaser;

ee.      the Vendor has not made any contracts with any labour union or employee
         association,  nr made commitments to or conducted negotiations with any
         labour union or employee association and the Vendor is not aware of any
         current  attempts to organize or establish any labour union or employee
         association with respect to any employee of the Vendor nor is there any
         certification of any such union with regard to a bargaining unit. There
         is no labour  strike,  dispute or work slowdown or stoppage  pending or
         involving  or to the  knowledge of the Vendor,  threatened  against the
         Vendor in respect  of the  Property  and  industrial  biomedical  waste
         facility business;

ff.      the  Property  described  in this Offer to  Purchase  and  Exhibit  "A"
         included  all rights and property  necessary to operate the  industrial
         biomedical  waste  facility  immediately  after the Closing Date in the
         same manner as the industrial  biomedical  waste facility was conducted
         immediately prior to the Closing Date;

gg.      the  Vendor is not a party to any lease with  respect to the  Property,
         which the Purchaser needs assume, except the Toyota forklift.


If this transaction  fails to close, the purchaser shall forthwith return to the
Vendor the materials provided under this subparagraph 5(1)(j)

(2)               The Vendor  acknowledges  that the covenants,  representatives
                  and warranties in all the  sub-paragraphs (a) to (gg) itemized
                  in  paragraph  5(1) and all other  conditions  and provisos in
                  this offer are conditions  inserted herein exclusively for the
                  benefit of the  Purchaser,  and any one or more of them may be
                  waived  by the  Purchaser  at any  time and if so  waived  the
                  agreement  resulting  from  acceptance  of this offer shall be
                  read  exclusive of the said condition or conditions so waived.
                  If any of the said  conditions  shall not be  fulfilled  on or
                  before the Closing Date and any of them not so fulfilled shall
                  not have been  waived by the  Purchaser,  or if the  Purchaser
                  shall reasonably  determine that any representation is untrue,
                  then, the agreement  resulting  from  acceptance of this offer
                  shall be released from all  obligations  to the other under or
                  pursuant to this offer and  agreement  and the deposit and all
                  moneys paid by the  Purchaser  hereunder  shall be paid to the
                  Purchaser forthwith without deduction.

(3)               The Purchaser will not assume any  liabilities of the Property
                  or industrial  biomedical waste facility  business and without
                  limiting the generality of the foregoing, it is understood and
                  agreed that following liabilities have not been assumed by the
                  Purchaser:

(i)               corporate income taxes;

(ii)              deferred corporate taxes

(iii)             any investment tax credit; and

(iv)              good and services tax.






6(1)              Five 95) business days prior to the Closing  Date,  the Vendor
                  covenants   to  deliver  or  cause  to  be  delivered  to  the
                  Purchaser's  solicitors,  at the  expense  of the Vendor , the
                  following;

a.                evidence  of  payment  of  municipal   realty   taxes,   local
                  improvements  and assessment  rates,  hydro-electric  charges,
                  water rates, charges under maintenance or other contracts with
                  respect to the operation of the  Property,  and all such other
                  items  as the  Purchaser  may  reasonably  require.  All  such
                  matters  shall be adjusted  proportionally  and allowed to the
                  Closing  Date.   Fire  and  other   insurance   shall  not  be
                  transferred or adjusted without consent of the Purchaser.  All
                  local improvement levies shall be adjusted on the Closing Date
                  and the Purchaser  shall assume all local  improvement  levies
                  after Closing Date.

b.               transfer of title to the Lands in  registerable  form in favour
                 of the Purchaser or its nominee,  subject only to the Permitted
                 Encumbrances and to such liens, charges and encumbrances as nay
                 have  been  made or  suffered  by the  purchaser  so  that  the
                 Purchaser  may  upon  registration  of the  transfer,  obtain a
                 certificate  of title  for the  Lands in its own name  free and
                 clear except as aforesaid,  provided, however, the Vendor shall
                 be entitled to use the net sale proceeds of the  transaction to
                 discharge  from  title  to the  Lands  any  mortgages  or other
                 encumbrances  which  are  not  Permitted  Encumbrances  if  the
                 Vendor's solicitor  provides the Purchaser's  solicitors with a
                 written undertaking  concurrent with the tender of the transfer
                 of title confirming that the Vendor's  solicitor will discharge
                 such non permitted encumbrances;

c.                bill of sale in  favour of the  Purchaser  or its  nominee  in
                  relation to the Equipment.

d.                an  undertaking  that all charges in relation to the operation
                  of the  Property  have  been  paid,  will be paid or have been
                  properly allowed for;

e.                assignments of such approvals,  permits or exemptions that may
                  be assigned by the Vendor to the Purchaser as requested by the
                  Purchaser to facilitate the operation of the Beiseker facility
                  as  contemplated  in  PARAGRAPH  4(1)(G)  HEREOF,  in  a  form
                  acceptable to the Purchaser's solicitors, acting reasonably;

f.                a declaration by a responsible officer on behalf of the Vendor
                  that the Vendor is not a  non-resident  of Canada,  within the
                  meaning of the Income Tax Act or otherwise as the case may be;

g.                all key and master keys for the Property; and


h.                statement of sale and adjustments.

(2)               The Vendor shall at the Closing Date deliver to the  Purchaser
                  possession  of the  Property,  free and clear of all tenancies
                  and rights of occupancy.

(3)               The cost of  registration of the transfer of title shall be at
                  the expense of the Purchaser.


7.                The  Property  shall  remain at the risk of the  Vendor  until
                  closing of the transaction. Until closing the transaction, the
                  Vendor shall hold all  policies of insurance  and any proceeds
                  thereof in trust for the parties hereto as their interests may
                  from  time  to  time  appear,  and if the  Property  shall  be
                  substantially  damaged  before  completion,  the Purchaser may
                  elect  either to received the  proceeds of the  insurance  and
                  complete  the  transaction,  or to release its interest in the
                  insurance  and cancel this  agreement.  If it elects to cancel
                  this  agreement,  all  monies  paid  hereunder  including  the
                  deposits  shall  be  forwith  returned  by the  Vendor  to the
                  Purchaser  and neither  party shall be liable to the other for
                  any cost or damages.

8.                The  vendor  will  permit  the   Purchaser,   its   employees,
                  consultants  and agents at all reasonable  times access to the
                  Property for the purpose of conduction such inspections, tests
                  and  environmental   studies  as  the  Purchaser  may  in  its
                  discretion  deem necessary in the conduct of its due diligence
                  provided that the Purchaser  shall restore the Property to its
                  original  state  it this  transaction  does  not  proceed  and
                  further  provided that the Purchaser  shall indemnify and save
                  harmless the Vendor from any and all costs or damage  suffered
                  as a result of the Purchaser  exercising it rights pursuant to
                  this paragraph 8.

9.                The vendor by  acceptance  of this offer  represents  that the
                  Vendor is not now and does not at the  Closing  Date intend to
                  be a  non-resident  of Canada as defined by the  provisions of
                  the Income Tax Act  (Canada),  and it is a  condition  of this
                  offer that on or before  Closing Date the Vendor shall furnish
                  the Purchaser with such evidence of the Vendor's  residence as
                  Purchaser may reasonably require,  failing which the Purchaser
                  will comply with Section 116 of the INCOME TAX ACT (CANADA).

10.               This  phrase  "business  days"  as used in  this  offer  shall
                  exclude Saturdays , Sundays,  statutory holidays and days when
                  relevant land title offices are not open for business.

11.               Once the Purchaser (at the  Purchaser's  sole  discretion)  is
                  satisfied with the conditions as set out in 4(1) above, if the
                  Purchaser  shall fail to complete the purchase of the Property
                  herein  provided for upon the terms and conditions  herein set
                  forth  (otherwise  that  as a  result  of the  default  of the
                  Vendor),  the deposit paid  pursuant to paragraph 1 hereof and
                  all interest  earned  thereon shall be forfeited to the Vendor
                  as  liquidated  damages  and not as a penalty  and the  Vendor
                  shall have no other  claim  against  the  Purchaser  and there
                  presents  shall be  considered  terminated  and of no  further
                  force and effect.  The Vendor  acknowledges  that its recourse
                  against  the  Purchaser  for  any  default  of  the  Purchaser
                  hereunder is specifically limited to the amount of the deposit
                  and interest thereon.

12.               The purchaser  shall have the right to nominate in writing any
                  person,  firm, or corporation,  including a limited company to
                  be hereinafter incorporated,  to take title to the Property in
                  its place  and  stead.  Notwithstanding  this  provision,  the
                  purchaser  shall be fully  liable for the  performance  of the
                  agreement and all terms, conditions,  comments and obligations
                  hereunder.

13.               Any tender of  documents or money  hereunder  may be made upon
                  the solicitors  actins for the party on whom tender is desired
                  to be made and it shall be sufficient that a certified  cheque
                  or a solicitor's trust cheque be tendered instead of cash.

14.               All real estate  commission  or the like payable in respect of
                  these presents shall be the sole  responsibility  of and shall
                  be paid by the Vendor.

15.               The agreement  resulting  from  acceptance of this offer shall
                  enure  to the  benefit  of and be  binding  upon  the  parties
                  hereto,  their and each of their respective heirs,  executors,
                  administrators, successors and assigns as the case may be.

16.               This offer shall be accepted by the Vendor  delivering  to the
                  Purchaser  or the  Purchaser's  solicitors  on or before April
                  15th,  2005 two copies of this offer with  acceptance  thereof
                  duly  executed by the Vendor in the form  hereunder  appended,
                  otherwise  this offer shall be null and void,  and the deposit
                  returned to the Purchaser without deduction or interest.

17.               The Vendor and the  Purchaser  acknowledge  and agree that the
                  representations,  warranties,  and covenants  contained herein
                  are  legally  binding  and shall  survive  the  closing of the
                  transaction  and  registration  of the  transfer  of title and
                  shall not be merged therein or therewith.

18.               The Vendor and the  Purchaser  agree that it any  provision of
                  there  presents  or the  application  thereof to any person or
                  circumstance  shall be invalid or unenforceable to any extent,
                  the remainder of these  presents and the  application  of such
                  provisions to other persons or circumstances, if any, shall no
                  be affected  thereby  and shall be  enforced  to the  greatest
                  extent permitted by law.

19.               Time  shall  in all  respects  by the  essence  hereof  and no
                  extension of time  permitted or agreed to by the Vendor shall,
                  unless in writing, effect a waiver of this provision. A waiver
                  by either party of the strict  performance by the other of any
                  covenant or provision of this agreement shall not constitute a
                  waiver of any subsequent breach of such covenant or provision,
                  or of any covenant, provision or term of this agreement.

20.               any notice  required or permitted to be given hereunder or any
                  tender or delivery of documents  may be give by  delivering or
                  facsimile transmitting the same to the Vendor or the Purchaser
                  at the following addresses:

TO: LAVALLEE FINANCIAL CORPORTION
         Suite 2440, 10303 Jasper Avenue
         Edmonton, Alberta
         T5J 3N6

Attention; Bert Lavallee

Fax:

with a copy to:

TO: Cristallo Holdings Inc.
       # 206, 10458 Mayfield Road
       Edmonton, Alberta
        T5P 4P4

Attention: Heinz Lueders

Fax: (780) 444-2486

with a copy to:

Cummings Andrews Mackay LLP
#500, 10150-100 Street
Edmonton, Alberta
T5J 0P6

Attention: Frank C. Mackay
Fax: (780) 426-2670

And any such notice,  document or monies  delivered shall be deemed to have been
delivered on the date of delivery  or, in the case of a facsimile  transmission,
on the date of such confirmed facsimile transmission.

21. This agreement  shall be construed and enforced in accordance  with the laws
of the Province of Alberta.

22.  The  Purchaser  hereby  covenants  and  agrees  that in the  event  any tax
(hereinafter  referred  to as  "GST")  under  Part  IX of the  EXERCISE  TAX ACT
(CANADA),  as amended,  and/or the regulations  pursuant  thereto  (together the
"GST"  Legislation)  is  assessable  on this  transaction,  the parties agree to
execute a joint election for the Supply of Business Assets under  subsection 167
(1) under the "GST  Legislation"  that no tax will be payable in the amounts and
in the manner provided in the GST Legislation,  and in the event that any GST is
required by the GST Legislation to be collected by the Vendor ( on behalf of the
Crown) from the Purchaser prior to or at the completion of this transaction, the
Purchaser  shall  pat  the GST to  Vendor  on or  before  such  completion.  The
Purchaser's GST registration is ________________.  The Vendor's GST registration
is ___________________.

23. The Purchaser  agrees to pay to the Vendor  interest at the rate of SIX (6%)
percent  per annum on all  monies  outstanding  from the due  dates for  payment
specified herein until paid.

24. The  Purchaser has inspected the Property and agrees the Vendor has not made
any representation,  warranty or collateral  agreement regarding the Property or
any adjacent lands in close  proximity to the Property or otherwise which may in
any way directly or indirectly  affect the Property or this agreement other than
what is written in this agreement.

DATED at Edmonton, Alberta the ____ day of April, 2005.




                    LAVALLEE FINANCIAL CORPORATION

                    Per: ________________________________
                                                                            c/s
VENDORS ACCEPTANCE

WE HEREBY  ACCEPT  THIS OFFER and agree to be bound by the terms and  conditions
herein.


DATED at Edmonton, Alberta, this ____ day of April, 2005.





                                                   CRISTALLO HOLDINGS INC.


                      Per: ________________________________
                                                                        c/s






                                    SCHEDULE "A"

                           Incinerator and Related Equipment (see listing)
                                    Hand Tools


Licenses;

o        Alberta Environmental Protection
           License to Operate a Plant to Incinerate Biomedical Waste at Beiseker
           Issued- August 16, 1996
o        Record of Exemption from Water Quality Branch
              Under Section 2 of the Clean Water Regulations
              Issued- May 05, 1992



RE: THERMAL AND AUXILLAR EQUIPMENT LIST

INCINERATOR

Joy model  2500TES (20 Tonne per day)  sliding  heart  primary  kiln ducted to a
horizontally  mounted secondary  combustion  chamber.  The incinerator come both
with a skip hoist and manual feed  system as well as bottom ash removal  system.
Both are hydraulically powered.

The secondary  chamber is ducted to a refractory lined spray dryer, and Anderson
2000 scrubber system, and emergency dump stack.

SCRUBBER

Anderson 2000 scrubber  consists of a refractory  lined quench Section a Venturi
Throat  Scrubber,  a contact  absorber tower, a 1st stage ID fan, a 2nd stage ID
fan, and finally an emissions stack with 2 kylar demisters.

AUXILIALRES TO THERMAL PROCESS

CSEM

The  stack  has  a   continuous   stack   emissions   monitor   which   records,
CO-CO2-HCL-Opacity-O2.

ALLEN BRADLEY CONTROL SYSTEM

The Allen Bradley control system controls the thermal and scrubber operations as
well as the operation of the Auxiliary  equipment it also has the  capability of
printing out specific operational data, i.e. flows, pressures, and temperatures.
This entire are is housed within an air-conditioned environment.

AIR COMPRESSOR

Atlas Copco ZR-e  supplies  instrument  and utility air  requirements.  It has a
dryer attached to it as well.

CAUSTIC SYSTEM

The system comes with a 23m3 steel tank, a caustic injection pump and pH control
loop. The piping to the tank for loading and the Venturi scrubber is heat traced
and insulated to accommodate 50% caustic.

UTILITY WATER SYSTEM

This  consists  of a 5000 US gallon  plastic  storage  tank,  feed  pump,  water
softener,  level control and assorted piping.  In addition there is an identical
tank and pumping for blowdown water storage.

WATER TRANSFER SYSTEM

This consists of a powered roller conveyor  complete with  computerized bar code
scanners and belt weight scale.

FIXED COLD STORAGE

This consists of 50 tonne temperature controlled building with a blind sump.

M.C.C.

The motor  control  center  consists of main  distribution  and starters for all
equipment.

U.P.S.
The site is wired to an  uninterrupted  power supply  limited to  computers  and
control systems.

ASH CONTROL
This  consists  of 1 steel  self-dumping  transfer  bin along  with 5 x 25 tonne
lugger bins.

SPARE PARTS

The inventory covers new motors, pumps and consumable process equipment.

TOOLS

This includes both specialty and hand tools.

MISCELLANEOUS EQUIPMENT

This includes but is not restricted to following:  Pallet jacks,  containers for
T.I.A, Lab P.H. probe,  reefer  lighting,  ladders,  cheaf media,  biomed boxes,
biomed bags.

The  equipment is ready to operate as is where is complete  with piping,  cable,
trays, fuel, gas and water lines.




































                                  SCHEDULE "B"

                             PERMITTED ENCUMBRANCES


1. Caveat 4533 H.T. in favour of Canadian Western Natural Gas Company.

2. Caveat 3954 H.V. in favour of Calgary Power Ltd.

3. Utility Right of Way 4086 K.G. in favour of The Village of Beiseker.

4.     Caveat 761 121 929 in favour of The Calgary Regional Planning Commission.