FUNDING AGREEMENT

     THIS  AGREEMENT,  is  effective  July  __,  1999,  and is  between  ProCare
Industries,  Ltd. ("Company") and Robert W. Marsik,  President ("Marsik") and is
made with reference to the following agreed facts:

     A. The  Company is a publicly  owned  corporation  in good  standing  under
applicable  state and federal  securities  and corporate law. The Company has no
present  assets  with which to pay its  accumulated  and  ongoing  expenses  and
obligations.

     B. The  Company,  through  its  Board  of  Directors,  intends  to seek and
consummate a suitable acquisition transaction pursuant to which the Company will
acquire the assets and business of one or more privately-owned  businesses, such
that the Company  becomes an operating  entity,  thereby  providing  the private
business  with the  structure  of a  publicly-owned  corporation  and  providing
liquidity and value to the present shareholders of the Company.

     C.  Marsik has agreed to provide  services  as an officer of the Company in
seeking and negotiating the terms of an acceptable  acquisition  transaction for
the  Company.  Marsik has also agreed to be  responsible  for,  and to pay,  the
Company's outstanding and ongoing expenses and liabilities which the Company may
incur  from time to time in  connection  with  preparing  and  filing  necessary
reports and other disclosures under applicable  federal securities laws, issuing
the  Company's   securities  and  documenting  and  completing  and  acquisition
transaction which may be approved in the future by the Board of Directors.

     NOW, THEREFORE,  in consideration of the covenants and agreements set forth
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which is hereby  acknowledged,  Marsik and the Company  agree as
follows:

     1. Marsik shall continue to serve as the President and as a director of the
Company until the first to occur of the  following:  (i) 12 months from the date
of this Agreement, or (ii) the date on which an acquisition transaction approved
by the Board of Directors of the Company is completed.  In connection  with such
services,  Marsik shall report his activities  from time to time to the Board of
Directors of the Company and shall take such other action as may be necessary or
appropriate or as shall be assigned by the Board of Directors.

     2. Marsik shall  advance,  on behalf of the Company,  payment of all of the
Company's existing and outstanding unpaid liabilities, which total approximately
$9,793 at June 30, 1999 and all other liabilities and obligations of the Company
which shall be incurred  during the term of this Agreement and which the Company
shall be unable to satisfy from other sources.

     3. At such time as an  acquisition  transaction  which has been approved by
the  Board of  Directors  of the  Company  and  which is  deemed by the Board of
Directors to be in the best interests of the Company and all of its shareholders
is completed,  the Company shall pay to Mr. Marsik a contingent fee of $150,000,
as his  compensation  or  providing  management  services  through  the  date of

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completion  of  the  acquisition  transaction.  If  an  acquisition  transaction
approved by the Board of  Directors  of the Company is not  completed  within 12
months  from  the date of this  Agreement,  the  Company  and Mr.  Marsik  shall
negotiate in good faith new arrangements for future compensation.

     4. The  parties  agree to take such  further  action and to  consider  such
additional  developments  as may be reasonably  necessary in order to accomplish
the purposes set forth herein.

     Dated effective the date first set forth above.

                                                PROCARE INDUSTRIES, LTD.


                                                By /s/ Allan Bergenfield
                                                  ------------------------------
                                                   Allan Bergenfield, Director



                                                /s/ Robert W. Marsik
                                                --------------------------------
                                                Robert W. Marsik















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