EXHIBIT 10.6

                            ASSET PURCHASE AGREEMENT


     This ASSET PURCHASE  AGREEMENT,  ("the Agreement") is made and entered into
as of February 2, 2001 between Murray Fox hereinafter  referred as ("Buyer") and
Digi Link Technologies, Inc., ("Seller").

     In consideration of the mutual covenants,  agreements,  representations and
warranties  herein  contained,  and intending to be legally  bound,  the parties
agree as follows:

     1. Purchase and Sale of Assets.

     1.1 Assets to be Acquired.  On the terms and subject to the  conditions  of
this  Agreement,  at the Closing  (hereinafter  defined),  Seller shall sell and
deliver to Buyer, and Buyer shall purchase and acquire,  all the certain assets,
relating to the recycling business of Seller known as IROC ("IROC") that are set
forth on Schedule "A" (the Assets to be Acquired).

     1.2  Consideration.  The  consideration for the Assets to be Acquired shall
consist of 825,000 common shares of Digi Link Technologies,  Inc. and assumption
of certain  liabilities  of Seller by Buyer the  aggregate  total of which shall
constitute "the Purchase Price."

     At the Closing, the Seller will deliver a "Closing Statement".  The Closing
Statement  will set forth the assets to be acquired  and the  liabilities  to be
assumed by the Buyer.

     (a) Liabilities.

     At the Closing Buyer will assume all obligations,  liabilities,  claims and
demands contractual obligations of Seller arising from, related to or associated
with the Assets to be Acquired ("the Accepted Liabilities").

     1.3 Assumption of Liabilities. At the Closing, Buyer shall assume and agree
to pay and  discharge  in due  course and shall hold  Seller  harmless  from the
Accepted Liabilities at the time of the Closing.

     1.4 Undertaking as to Obligations.  At the Closing,  Buyer shall assume and
agree to observe,  perform and fulfill the terms and  conditions to be observed,
performed and fulfilled subsequent to the Closing and hereby agrees to indemnify
and hold  harmless  Seller  from,  and against any  liability  arising  from the
contracts,  agreements,  leases, patents, licenses, commitments and undertakings
of Seller set forth on Schedule "A" and duly assigned to Buyer at the Closing.

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     1.5  Limitations  as to  Assumption  and  Undertaking.  The  provisions  of
Paragraphs  1.3 and 1.4 shall not confer any rights on any person not a party to
this Agreement,  and Buyer reserves all defenses,  offsets or  counterclaims  in
respect of any liabilities assumed or undertakings made herein.

     2. Closing.

     2.1 Time and Place of Closing. Closing hereunder (the "Closing") shall take
place at the offices of Seller, 75 Lincoln Highway,  Iselin, New Jersey 08830 at
10:00  a.m.  local  time on such date or such  other  time as shall be agreed on
between the parties hereto, which shall be no later than February 2, 2001. ("the
Closing Date")

     2.2 Deliveries by Seller. At the Closing,  Seller shall execute and deliver
to Buyer the following:

     (a) Good and sufficient  bills of sale with covenants of warranty of title,
endorsements,  assignments  and other good and  sufficient  instruments of sale,
transfer and  assignment,  in form and substance  satisfactory to Buyer with all
required state and local  documentary and transfer  stamps affixed,  as shall be
required  or as may be  desirable  in order to vest  effectively  in Buyer good,
indefeasible and marketable  title to the Assets to be Acquired,  free and clear
of all liens, encumbrances, security interests and other burdens.

     (b) All books of account, business records, documents maintained by or for,
or necessary or useful in the operation of the recycling business of IROC.

     2.3  Further  Assurances.  At any  time  and from  time to time  after  the
Closing, Seller shall, at the request of Buyer, take all action necessary to put
Buyer in actual  possession  and operating  control of the Assets to be acquired
and shall  execute and deliver such  further  instruments  of sale,  conveyance,
transfer,  assignment  and  consent,  and use its best  efforts  to obtain  such
further  consents and take such other  action,  as Buyer may request in order to
more effectively sell, convey, transfer and assign to Buyer any of the Assets to
be  Acquired,  to  confirm  the title of Buyer  thereto  and to assist  Buyer in
exercising its rights with respect thereto.

     2.4 Deliveries by Buyer. At the Closing,  Buyer shall deliver to Seller the
following:

     (a) The securities described in Paragraph 1.2.

     (b)  The  assumption  of  liabilities  and  indemnification   described  in
Paragraph 1.3 and 1.4.

     (c) The undertaking as to the obligations described in Paragraph 1.4.

     2.5  Further  Assurances.  At any  time  and from  time to time  after  the
Closing,  Buyer shall,  at the request of Seller,  take all action  necessary to
more  effectively  assume the  obligations  described in  Paragraph  1.3 and 1.4
hereof.

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     3. Representations and Warranties of Seller.

     3.1  Qualification.  Seller has the power to own its properties and conduct
its business.

     3.2 Authorization.  Seller has the power to execute, deliver, and carry out
the terms and conditions of this Agreement and has taken all action with respect
thereto,  and the Agreement has been duly authorized,  executed and delivered by
Seller and constitutes  their valid,  legal and binding agreement and obligation
in  accordance  with the terms  hereof,  except as may be limited by  applicable
bankruptcy,  insolvency,  reorganization or other laws and equitable  principles
affecting creditors' rights generally from time to time in effect.

     3.3 Title to Assets.  Seller makes no warrant as to title but will transfer
all of its rights,  titles and  interest to Buyer "as is" and "where is" with no
warranties.

     4. Survival of Representations; indemnification.

     4.1 Survival of Representations. All representations and warranties made by
any party hereto in this Agreement or pursuant  hereto shall survive the Closing
hereunder  and any  investigation  at any time made by or on behalf of the other
party to this Agreement,  but any claims as to a breach thereof must be asserted
by notice to the party  affected  within one (1) year  following the date of the
Closing.

     5. Miscellaneous.

     5.1 Condition Precedent. Seller's obligation to sell and Buyer's obligation
to buy are  contingent  on closing of the  merger and  reorganization  agreement
between IROC and Digi Link.

     5.2 Expenses.  Each party agrees to be  responsible  for the payment of all
expenses  incurred  by or  on  behalf  of  it or  him  in  connection  with  the
preparation,   authorization,  execution  and  performance  of  this  Agreement,
including without limitation all fees of counsel, accountants and consultants.

     5.3 Notices. All notices,  demands and communications hereunder shall be in
writing and shall be deemed to be duly given if delivered upon personal delivery
or 2 days after  deposit  in the U.S.  mail by  registered  or  certified  mail,
postage pre-paid, return receipt requested, as follows:

                  If to Seller:             Digi Link Technologies
                                            75 Lincoln Highway
                                            Iselin, New Jersey 08830


                  If to Buyer:              Murray Fox
                                            112 Main Street
                                            Webster, MA


                  With a copy of
                  notice to Attorney:       Nancy Van Sant, Esq.
                                            Sacher, Zelman, Van Sant, Paul,
                                            Beiley, Hartman & Waldman
                                            1401 Brickell Ave, Suite 700
                                            Miami, Florida 33131

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     5.4 Entire  Agreement.  This  Agreement,  and the  exhibits  and  schedules
referred  to  herein  or  delivered   pursuant   hereto,   contains  the  entire
understanding of the parties with respect to the subject matter,  and supersedes
all prior  agreement  and  understandings  between  the parties  with  reference
thereto.  This  Agreement  may be  amended  only by a  written  instrument  duly
executed by the parties.

     5.5  Headings.  The  sections  and  paragraph  headings  contained  in this
Agreement  are for the  reference  purposes only and shall not affect in any way
the interpretation of this Agreement.

     5.6  Successors  and Assigns.  This  Agreement may not be assigned by Buyer
without  the  consent of  Seller,  except  that  Buyer may  assign  the  various
covenants,  representations  and warranties of Seller to the extent necessary to
satisfy the requirements of any financial institution extending credit to Buyer.
Subject to the foregoing, the terms and conditions of this Agreement shall bind,
and inure to the benefit of, the parties hereto and their respective successors,
personal representatives and assigns.

     5.7   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same Agreement.

     5.8  Limitations.  The  representations  and  warranties  set forth in this
Agreement,  the  schedules  and  exhibits  hereto  and  the  certificates  to be
delivered at the Closing pursuant to this Agreement  hereof  constitute the only
warranties  made  by  the  parties  hereto  with  respect  to  the  transactions
contemplated hereby, and the property to be transferred pursuant hereto and such
warranties  supersede  all  representations  and  warranties,  written  or oral,
previously made by the parties hereto.

     5.9 Choice of Law.

     This Agreement  shall be interpreted  and enforced  pursuant to the laws of
the State of New Jersey.

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.


                                            /s/: Murray Fox
                                            ---------------
                                                 Murray Fox



Witness:

                                            Digi Link Technologies, Inc.

                                            By:/s/: Peter Jegou
                                            -------------------
                                                    Peter Jegou, President

Attest:                                     _____________________________


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                                  SCHEDULE "A"
                              Assets To Be Acquired


     a. Independent Contractor Agreement - This Independent Contractor Agreement
("Agreement") dated April 5, 2000, by and between Gary Estepp ("Consultant") and
IR Operating Corporation, a Delaware Corporation ("Company").

     b.  License  Agreement  - The  Agreement  dated 22nd day of  December  199,
between,  IR of New Jersey  ("IRNJ") a New Jersey  corporation  and IR Operating
Corporation a Delaware corporation ("IR").

     c. Lease  Contract  - Lease  Contract  dated 1st day of March,  2000 by and
between  AREA  JOBS   DEVELOPMENT   ASSOCIATION,   an  Illinois   Not-for-Profit
Corporation  with its principal  office located at 231 East  Broadway,  Bradley,
Illinois  60915  (Landlord),  and  IR  OPERATING  CORPORATION,  (Tenant)  for  a
commercial building located at 231 East Broadway, Bradley, Illinois.

     d.  Assignment - An  assignment of all rights and titles to an invention of
MURRAY J. FOX and ANTHONY E. CONTE, entitled REINFORCED PLASTIC PALLET for which
application for Letters Patent of the United States were filed.

     e. Assignment of Security  Agreement in Patent - Assignment of the July 29,
1999,  assignment to IROC by Rhodes & Salmon, P.C., of the security agreement in
patent  recorded  October 16, 1998,  wherein the Gary N. Estepp,  and Innovative
Recycling  Corporation  granted a security interest to Rhodes & Salmon,  P.C. by
document dated September 30, 1998, which security  interest a security  interest
in patent no. 5,169,588,  Serial No. 07696157  originally filed May 6, 1991, and
issued December 8, 1992.

     f. Assignment of Patent for Plastic  Recycling Process - Patent # 5,921,189
the Plastic Recycling Process.

     g. Consulting Agreement - Agreement as of April 01, 2000, by and between IR
Operating Corporation, of 112 Main Street, Webster,  Massachusetts 01570 and ARM
CP, P.O. Box 281, Bellaire, Texas 77402-0281.

     h. Employment  Agreement - Agreement dated 16th day of April,  1999 between
Murray Fox, residing at 386 Pompeo Road, Wilsonville,  CT, (hereinafter referred
to as the "Executive") and I-ROCK Enterprises, Inc.,

     i. Names and Trademarks - The names "IR Operating Corporation",  "IROC" and
the "Service Mark" "IROC Process."

     j.  Equipment - All of the equipment that is reflected in the September 30,
1999,  balance  sheet and is located at the  Bradley  Plant  located at 231 East
Broadway, Bradley, Illinois.

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