Exhibit 10.1


                      AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION  dated this 3rd day of November,  2000
by and among:

HEALTH-PAK,  INC., a Delaware  corporation,  with  offices at 2005,  Beech Grove
Place, Utica, New York hereafter referred to as the "Company " or "Health-Pak.";

LIFE ENERGY TECHNOLOGY HOLDINGS, LTD., a corporation organized under the laws of
the  Republic of Ireland  with its office  address at  Finnabair  Science  Park,
Technology City, Dundalk,  Co. Louth,  Ireland.;  and hereinafter referred to as
"Life."

THE  STOCKHOLDERS  OF LIFE who are named in Schedule A annexed hereto and made a
part hereof, hereinafter referred to as the "Stockholders" or the "Shareholders"
and who  are the  holders  of all of the  outstanding  shares  of  common  stock
(ordinary shares) of Life.

All of the foregoing  entities and persons are  collectively  referred to as the
"Parties."

                              W I T N E S S E T H:


WHEREAS, Health-Pak and Life, with the consent of the Stockholders, have entered
into a plan of reorganization,  as contemplated under the United States Internal
Revenue Code (the "Code") adopted by their respective  Boards of Directors which
provides as follows:

                             PLAN OF REORGANIZATION

Both   corporations   shall  be  reorganized   under  and  pursuant  to  Section
368(a)(1)(B) of the Code by the Company acquiring all of the outstanding  voting
shares of common  stock (or ordinary  shares) of Life in a proposed  exchange of
such shares  solely for the voting  shares of common stock of the Company and by
exchanging  such  shares,  Life will  become a wholly  owned  subsidiary  of the
Company,  and the  Company  will  change  its  name to "Life  Energy  Technology
Holdings,  Ltd.," or such  other  name as may be agreed  upon,  and the Board of
Directors of the Company will be reorganized to include new directors  nominated
by Life, the purpose of which is to seek additional restructuring for Health-Pak
and to give  Life  access to the  public  market in the  United  States  for its
shares; and

WHEREAS,  the  Company  and Life  confirm  that they each have no other class of
securities,  either issued and outstanding or authorized, except as specifically
set  forth  herein;  and  that no  other  person  or  entity  has any  right  or
entitlement to receive any further shares of common stock, or of any other class
or type of security of either corporation except as herein described;

NOW,  THEREFORE,  in consideration  of the promises and mutual  representations,
warranties  and  covenants  herein  contained,  the  parties  hereto  adopt this
Agreement  and  Plan  of  Reorganization  ,  hereinafter   referred  to  as  the
"Agreement," and they hereby agree as follows:


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                                    ARTICLE 1

                               EXCHANGE OF SHARES

1.01  EXCHANGE OF SHARES.  All of the  outstanding  shares of common  stock (the
ordinary shares  hereinafter called the "Life Shares") owned by the Stockholders
of Life  constituting an approximate  total of fifteen (15) million shares shall
be exchanged  solely for an approximate  total of fifteen (15) million shares of
the common stock of Health-Pak (the "Shares") and Life shall thereafter  operate
as a wholly owned subsidiary of the Company. All of the shares thereby exchanged
shall be duly  authorized  and  non-assessable  shares of  common  stock of each
corporation,  free  and  clear  of all  liens  and  encumbrances.  The  exchange
transaction  is  intended  to  be  a  tax  free  exchange  pursuant  to  Section
368(a)(1)(B) of the Internal Revenue Code. All of the outstanding  shares of the
class A preferred class stock owned by the Stockholders of Life  constituting an
approximate  total of sixteen (16) million shares shall be exchanged  solely for
an  approximate  total of sixteen (16)  million  shares of the class A preferred
class stock of Health-Pak.  The shares intended to be issued to the Stockholders
by Health-Pak  are to be deemed  "restricted  securities" as defined by Rule 144
promulgated  under  the  Securities  Act  of  1933,  as  amended,  (the  "Act").
Furthermore,  the Parties confirm and acknowledge that as restricted  shares the
Health-Pak  shares of common stock to be exchanged  hereunder will be subject to
restrictions  against the further sale or transfer  thereof unless  subsequently
registered  under  the  Act  or an  exemption  from  such  registration  becomes
available,  such as is  provided  by Rule  144.  There is no  present  intent to
register the shares to be issued.  However,  in the event the Company  elects to
file a registration statement with the Securities and Exchange Commission and/or
any state  securities  commission  in connection  with a public  offering of its
securities and further seeks to register any then issued and outstanding shares,
Life Shareholders  shall have the right to request  registration of their shares
and the Company shall prepare and file with the  appropriate  regulatory  agency
all documents  necessary to facilitate  registration of such shares. The Company
shall  notify  the  Life  Shareholders  of its  intent  to  file a  registration
statement  regarding issued and outstanding  shares at least sixty days prior to
the anticipated date of filing.  Life  Shareholders  shall have twenty days from
their  respective  receipt of such notice  from the  Company to provide  written
notice to the  Company  of their  respective  request(s)  to have  their  shares
registered.


1.02  DELIVERY  OF  SHARES.  On the  Closing  Date  as  set  forth  herein,  the
Stockholders  shall deliver to the Company all stock  certificates  and/or stock
powers  representing the Life shares,  duly endorsed,  so as to make the Company
the sole holder thereof, free and clear of all claims and encumbrances;  and the
Company shall deliver to the  Shareholder  Representative  certificates  in such
denominations  as  the  Shareholder  or  their  representative  shall  determine
representing  the  Health-Pak  shares  so as to make the  Shareholders  the sole
holder thereof,  free and clear of all claims and  encumbrances,  subject to the
restrictions on transfer described herein. The terms,  conditions,  preferences,
and other rights and  privileges of the  Health-Pak  shares shall be the same as
for all other issued and  outstanding  shares of the Company's  capital stock of
the same class.

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1.03 EXEMPT TRANSACTION.  The transaction contemplated by the exchange of shares
recited  above  shall be made  subject  to an  exemption  from the  registration
requirements  of the Act provided by Sections 4(1) and 4(2) thereof as a private
transaction not involving any public offering.


                                    ARTICLE 2
           WARRANTIES AND REPRESENTATIONS OF LIFE AND THE STOCKHOLDERS

2.01 WARRANTIES AND  REPRESENTATIONS  OF LIFE AND THE STOCKHOLDERS.  Life hereby
represents  and  warrants,  for  itself and for each of its  subsidiaries,  with
respect to its  financial  condition,  liabilities,  operations  and to the Life
shares of common stock, and to other matters affecting the transfer contemplated
hereby and the  Stockholders  hereby  represent  and warrant with respect to the
matters  specified below as being  applicable to them, that the  representations
listed  below are true and  correct  as of the date  hereof and will be true and
correct as of the Closing Date (as hereinafter defined).

2.02 ORGANIZATION. Life is duly organized, validly existing and in good standing
under the laws of the  Republic of Ireland and the County  where it is organized
and it has all of the  requisite  power and  authority  to own,  hold,  lease or
operate  its  properties  and assets and to carry on its  business  as now being
conducted.  Life has an authorized capitalization of fifteen (15) million shares
of common  stock (or ordinary  shares),  .001 par value,  of which  fifteen (15)
million shares are duly issued and  outstanding  and owned by the  Shareholders,
which shares  constitute the Life shares of common stock (ordinary shares) to be
transferred  to the  Company  hereunder  and  represent  all of the  issued  and
outstanding  shares  of  capital  stock of  Life.  Life  also has an  authorized
capitalization  of sixteen  (16)  million  shares of Class A stock  preferred of
which sixteen (16) million shares are duly issued and  outstanding  and owned by
the  Shareholders,  which shares constitute the Life shares of class A preferred
to be transferred  to the Company  hereunder and represent all of the issued and
outstanding shares of preferred stock of Life.

2.03 LIFE COMMON STOCK.  The Life Shares presently owned by the Stockholders are
duly and validly issued,  fully paid and non-assessable,  and are free and clear
of  all  voting   trusts,   agreements,   arrangements,   liens  and  all  other
encumbrances, claims, equities and liabilities of every nature, and Life, having
duly taken all corporate action required therefore, had the unqualified right to
issue the Life Shares and to deliver clear and unencumbered title thereto to the
Stockholders. There are no outstanding options, contracts, calls, commitments or
demands of any character  relating to the authorized,  but previously  unissued,
shares of common stock (or  ordinary  shares) of Life.  Life's  common stock (or
ordinary  shares) and the class A preferred  stock are the sole classes of stock
authorized by Life's Articles of Incorporation  and Life is under no obligation,
legal or otherwise,  to establish any other class of common stock,  or any other
type of  security.  The  Stockholders  have good and  marketable  title to their
shares of common  stock in Life and have the  unqualified  right to transfer and
dispose  of the  Life  stock  as  contemplated  herein,  and  upon  the  closing
hereunder,  clear  and  unencumbered  title  thereto  shall be  conveyed  to the
Company.

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2.04 QUALIFICATION IN THE UNITED STATES.  Life is, or will promptly become, duly
qualified as a foreign corporation in good standing in the United States in each
state in which such qualification is necessary except where the failure to be so
qualified  would not  materially  adversely  affect  Life.  Life will acquire an
office address in the United States as soon as possible.

2.05  AUTHORIZATION  OF THIS AGREEMENT.  The execution of this Agreement by Life
and the  performance  by Life of its covenants and  undertakings  hereunder have
been duly  authorized by all  requisite  corporate  action,  and approved by the
Board  of  Directors  and,  prior  to the  Closing,  shall  be  approved  by the
Stockholders  of Life.  Life has the corporate power and authority to enter into
this Agreement and perform the covenants and  undertakings to be performed by it
hereunder,  and is under no impediment  which would adversely affect its ability
to consummate or prohibit it from consummating this transaction. Upon execution,
this Agreement shall  constitute a legal,  binding and valid  obligation of Life
and its  Stockholders,  enforceable  against each of them in accordance with its
terms.

2.06 AUTHORITY OF THE STOCKHOLDERS, The Stockholders have full power, competency
and authority to enter into this Agreement and to make a valid transfer of their
common stock as herein  contemplated.  No authorization or approval or exemption
from or filing or registration with any court, person, personal  representative,
executor, governmental agency, commission or board or any instrumentality of any
government or private  regulatory  body is necessary to authorize this Agreement
by Life or the Stockholders.

2.07 CONFLICT WITH OTHER  OBLIGATIONS AND INTERESTS.  The execution and delivery
of this Agreement, the consummation of the transactions  contemplated hereby and
the compliance by Life and the Stockholders  with the provisions hereof will not
(i) conflict  with or result in a breach of any  provisions of , or constitute a
material default (or an event which, with notice or lapse of time or both, would
constitute a material  default) under, or result in the creation of any material
lien, security interest,  charge or encumbrance upon Life or the shares of stock
of Life being transferred or any material assets of Life under any of the terms,
conditions or provisions of the Certificate of  Incorporation or By-Laws of Life
or any material note, bond, mortgage,  indenture,  license,  lease, agreement or
other  instrument or obligation to which either Life or the  Stockholders  are a
party, or by which they are bound; or (ii) violate any order, writ,  injunction,
decree,  statute,  rule or regulation  applicable to Life or the Stockholders or
any of their respective properties or assets.

2.08  FINANCIAL  STATEMENTS.  Life and the  Stockholders  have  delivered to the
Company,  or on or before  the  Closing  Date will  deliver to the  Company,  an
unaudited  balance  sheet  prepared for review and use by Life  management.  The
books  of  account  of  Life  fully  and  fairly  reflect  all of  the  material
transactions  of Life as of the date  then  ended for each  financial  statement
submitted.  Life will have no material liabilities,  either fixed or contingent,
not  reflected  in such  financial  statements,  other  than  for  contracts  or
obligations  incurred  in the  ordinary  and usual  course of business or as set
forth in  SCHEDULE  B  annexed  hereto,  and no such  contracts  or  obligations
constitute  liens  or  other  liabilities  which,  if  disclosed,   would  alter
substantially  the  financial  condition of Life as reflected in such  financial
statements. All

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liabilities  for the current and for all prior years,  including  any income and
sales taxes or other taxes for which Life has any  liability,  have been paid in
full or have been adequately  provided for in said audited financial  statements
in accordance with generally accepted accounting  principles within 60 days from
the date of closing.

2.09 CHANGES IN FINANCIAL CONDITION. Since the date of the most recent financial
statements  of Life as  submitted  to the  Company,  there have not been (i) any
adverse  changes in the financial  condition or in the operations of Life or any
of its  subsidiaries  (if any);  (ii) any damage,  destruction or loss,  whether
covered by insurance or not, adversely  affecting the properties and business of
Life; (iii) any declaration, setting aside of payment of any dividend in respect
of the capital  stock of Life;  (iv) any  issuance  of capital  stock by Life or
securities exercisable,  convertible into or exchangeable for capital stock, any
distribution (whether by way of reclassification,  recapitalization, stock split
or  otherwise)  in respect of the capital  stock of Life,  or any  redemption or
other  acquisition of any such stock,  (v) any contract or  transaction  entered
into by Life except  contracts  and  transactions  entered  into in the ordinary
course of business,  this  Agreement or as otherwise  approved by  Health-Pak in
writing; (vi) any material default in any contract,  obligation or debt of Life;
or (vii)  any  other  event or  condition  of any  character  pertaining  to and
materially adversely affecting the assets or business of Life taken as a whole.

2.10 TAX  MATTERS.  (a) FILING  OBLIGATIONS.  Life has duly and timely filed (or
there have been duly and timely  filed on its behalf),  or a valid  extension of
time to file has been obtained, with the appropriate  governmental  authorities,
all Tax Returns ("Tax Returns" as hereinafter  defined)  required to be filed by
it and all such Tax Returns  are true,  correct  and  complete  in all  material
respects.  All taxes for which Life is or may be liable (whether or not shown on
any Tax Return) in respect of periods (or portions  thereof) ending on or before
the Closing  Date have been timely paid,  or will be timely  paid,  or have been
provided  for on the  Financial  Statements.  Regarding  any period (or  portion
thereof) through the Closing Date for which taxes are not yet due or owing, Life
has  established  due and sufficient  reserves for the payment of such taxes and
such current  reserves  through the Closing Date are duly and fully provided for
in the Financial Statements.

(b)  DEFICIENCIES.  No  deficiencies  for taxes have been  claimed,  proposed or
assessed by any taxing or other governmental authority against Life and Life has
not received any notice, or otherwise has any knowledge, of any potential claim,
proposal or assessment against the Life for any such deficiency for taxes. There
are  no  pending,  or to the  best  of  Life  or  the  Stockholder's  knowledge,
threatened audits,  investigations or claims for or relating to any liability in
respect of taxes, and there are no matters under discussion  between Life on the
one hand and any governmental  authority on the other hand with respect to taxes
that,  in the  reasonable  judgment  of Life or the  Stockholders,  is likely to
result in a material additional liability of Life for taxes.

(c) TAX LIENS.  There are no liens for taxes upon any property or assets of Life
except  for  liens for taxes  not yet due and  payable,  and for which  adequate
reserves have been provided for on the Financial Statements.

(d) WITHHOLDING TAXES. Life has duly and timely withheld,  collected and paid to
the proper  governmental  authority  all taxes  required to have been  withheld,
collected or paid.

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(e) TAXES IN  FOREIGN  JURISDICTIONS.  No claim has ever been made to Life by an
authority in any jurisdiction  where Life has not filed tax returns that Life is
or may be subject to taxation by that jurisdiction.

(f)  WAIVER OF  STATUTE  OF  LIMITATIONS.  Life has not  waived  any  statute of
limitations  in respect of taxes or agreed to any extension of time with respect
to a tax assessment or deficiency.

(g) SECTION 280G OF THE CODE. There is no contract, plan or arrangement (written
or otherwise) covering any current or former employee or independent  contractor
of Life that,  individually or in the aggregate,  could give rise to the payment
of any amount  that will not be  deductible  by Life under  Section  280G of the
Code.

(h) POWER OF ATTORNEY.  No power of attorney that is currently in force has been
granted by Life with respect to any matters relating to Taxes.

(i) TAX SHARING AGREEMENTS. There are no tax sharing agreements or other similar
arrangements with respect to or involving Life.

(j) REAL PROPERTY HOLDING COMPANY.  Life is not, and during the five-year period
ending on the Closing Date has not been, a "United States Real Property  Holding
Corporation,"  as such  term is  defined  in  Section  897(c) of the Code or the
Treasury Regulations promulgated thereunder.

(k) COPIES OF TAX RETURNS TO BE DELIVERED.  On or prior to the Closing Date Life
will  deliver to the  Company  copies of its tax  returns  filed with any taxing
authority or the  Internal  Revenue  Service of the United  States and any state
taxing authority, or in the alternative,  Life will provide a statement that the
due date for such tax  returns  has been  extended,  by Life for its last fiscal
period or that such tax returns are not yet required.

(l) DEFINITION OF "TAXES" AND "TAX RETURNS." For purposes of this Agreement, and
without  limiting the generality of the  foregoing,  "Tax" or "Taxes" shall mean
any and all taxes, charges, fees, levies or other assessments, including all net
income, gross income, gross receipts,  excise, stamp, real or personal property,
ad  valorem,  sales,  withholding,   estimated,  social  security,   employment,
unemployment,  occupation,  use,  service,  service  use,  license,  net  worth,
payroll, franchise,  environmental,  severance, transfer, recording, escheat, or
other  taxes,  duties,  assessments,  or  charges,  imposed by any  governmental
authority and any interest, penalties, or additions to tax attributable thereto.
"Tax Return" shall mean any report, return, document, declaration,  information,
return or filing  (including  any related or  supporting  information)  filed or
required to be filed with respect to taxes.

2.11 LITIGATION.  Except as set forth in SCHEDULE C, Life is not involved in any
pending litigation or governmental  investigation or proceeding, and to the best
of  Life  and  the  Stockholders'  knowledge,  no  material  litigation,  claim,
assessment or governmental investigation or proceeding is threatened which might
reasonably  be  expected  to result in any  material  change in the  business or
condition,  financial  or  otherwise,  of  Life or in any of its  properties  or
assets,  or which  might  reasonably  be  expected  to  result  in any  material
liability on the part of Life or which questions the validity of this Agreement,
or which would, in the case of officers,  directors or employees of Life, impair
their ability to carry out their duties as such officers, directors or

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employees  now or in the  future,  or which  might  reasonably  be  expected  to
otherwise  adversely affect the Company or Life, or of any action taken or to be
taken pursuant to or in connection  with the provisions of this  Agreement.  The
Stockholders  represent  that  they are not  involved  in any  pending  material
litigation or governmental  investigation or proceeding which would, to the best
of their knowledge and information, affect their ownership of the Life Shares or
their  ability  to enter  into  this  Agreement  or to carry  out its  terms and
conditions.  Stockholders  further  covenant that to the best of their knowledge
and information, no such material litigation,  claim, assessment or governmental
investigation or proceeding of any kind exists or is threatened.

2.12 BREACH OF CONTRACTS AND COMMITMENTS.  Life has not materially breached, and
there are no pending or  threatened  claims or any legal  basis for a claim that
Life has  materially  breached,  any of the terms or  conditions of any material
agreement,  contract or commitment  to which it is a party or is bound,  and the
execution and  performance  hereof will not violate any law or any provisions of
any agreement to which Life is subject.

2.13  COMPLIANCE  WITH LAW.  Life has complied with all  applicable  laws of the
Republic of Ireland and its provinces in connection with its formation, issuance
of securities,  organization,  capitalization  and operation,  and no contingent
liabilities  have been  threatened,  or claims made or  threatened  with respect
thereto,  including  claims for violation of any securities laws and there is no
basis for any such claim or liability  except, in all such cases, for violations
and claims which individually or in the aggregate would not materially adversely
affect Life. No consent,  approval,  authorization or order of, or registration,
qualification,   designation,  declaration  or  filing  with,  any  governmental
authority  is  required  on the  part  of  either  Life or the  Stockholders  in
connection  with the execution and delivery of this  Agreement,  or the carrying
out of any of the transactions contemplated hereby.

2.14  CERTIFICATE OF  INCORPORATION,  BY-LAWS,  MINUTES,  ETC.  Copies of Life's
Certificate  of  Incorporation,  By-laws and Minutes of Life and all  Amendments
thereto  that  have  been  furnished,  or  immediately  upon  execution  of this
Agreement,  will be  furnished to the Company by or on behalf of Life and are or
will be, as applicable,  true and complete.  Attached hereto as EXHIBITS A AND B
are true and complete copies of the certificate of incorporation  and by-laws of
Life, as amended to date.

2.15  CONTRACTS  AND  COMMITMENTS.  Life does not have any  material  agreement,
contract,  lease,  commitment or obligation  (including employment agreements or
labor  contracts)  other than as provided on SCHEDULE D; the respective books of
account and other records of Life are true, complete and correct, and accurately
present or reflect all of the transactions entered into by Life or to which Life
has been a party, or to which its properties and assets may be subject.

2.16  MINUTES.  The  records of  directors'  and  stockholders'  meeting of Life
contain a true and complete  record of all corporate  proceedings  of Life since
its date of incorporation,  and comply in all respects with all statutes,  laws,
rules, and regulations applicable to them and to their respective businesses and
properties.

2.17 OFFICERS, DIRECTORS AND EMPLOYEES. The only officers, directors of the Life
are


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listed IN SCHEDULE E, annexed  hereto.  The  curriculum  vitae of the  officers,
directors  and key  management of the Company are set forth in SCHEDULE F hereto
and are true and complete and do not contain any material  misstatement  of fact
or omit any fact required to make the facts stated therein not misleading.

2.18 PATENTS, LICENSES,  SOFTWARE ETC. Annexed hereto as SCHEDULE G is a list of
all of the domestic and foreign patents,  patent applications,  patent, software
and  other  licenses,   trade  names,   trademarks,   service  marks,  trademark
registrations  and  applications,  service mark  registrations and applications,
copyrights,  copyright  registrations  and  applications  owned or controlled by
Life,  used in the operations of the business of Life, or governing the products
or processes of Life (collectively,  the "Intellectual Property").  Life owns or
has a valid license to use the Intellectual Property.  Life has not received any
notice of infringement of or conflict with, and to their knowledge, there are no
infringements of or conflicts with, the rights of any person with respect to the
use of any Intellectual Property.

2.19 INVESTMENT COMPANY REPRESENTATIONS.  Life is not an "Investment Company" as
that term is defined under the Investment Company Act of 1940, as amended.

2.20 ACCOUNTS RECEIVABLE.  All accounts receivable of Life, whether reflected in
the  Balance  Sheet or  otherwise,  represent  sales  actually  made or services
actually  performed  in the  ordinary  course of  business,  and are current and
collectible  consistent  with past  practices  net of any reserves  shown on the
Balance  Sheet (which  reserves are adequate and were  calculated  in accordance
with generally accepted accounting principles consistent with past practice).

2.21 INVENTORY.  To the best knowledge of Life after due inquiry,  all inventory
of Life is  merchantable  and  reflected on Life's books at the lower of cost or
market,  and of a quality and quantity usable and salable in the ordinary course
of Life's  business.  2.22 CONDITION OF MACHINERY AND  EQUIPMENT.  The equipment
owned by Life is structurally sound with no known defects and is in satisfactory
operating condition and repair and is adequate for the uses to which it is being
put; and none of such  equipment is in need of maintenance or repairs except for
ordinary,  routine  maintenance  and repairs which are not material in nature or
cost.

2.23 BANK ACCOUNTS. SCHEDULE H annexed hereto sets forth the names and locations
of all banks, trust companies, savings and loan associations and other financial
institutions at which Life maintain safe deposit boxes or accounts of any nature
and the  names of all  persons  authorized  to draw  thereon,  make  withdrawals
therefrom or have access thereto.

2.24  INSURANCE  POLICIES.  SCHEDULE I annexed  hereto  contains an accurate and
complete  summary  description  of all  material  policies  of fire,  liability,
workmen's  compensation  and other forms of insurance owned or held by Life. All
such policies are in full force and effect,  all premiums  with respect  thereto
covering  all periods up to and  including  the  Effective  Time have or will be
paid,  and no notice of  cancellation  or  termination  has been  received  with
respect to any such policy. Such policies are sufficient for compliance with all
requirements  of law and of all  agreements  to which Life is party;  are valid,
outstanding and enforceable policies; provide

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adequate  insurance  coverage for the assets and operations of Life; will remain
in full force and effect  through the  respective  dates set forth in SCHEDULE I
without the payment of additional premiums;  and will not in any way be affected
by, or terminate or lapse by reason of, the  transactions  contemplated  by this
Agreement.

2.25  EMPLOYMENT LAWS AND  REGULATIONS.  To the best knowledge of Life after due
inquiry,  Life is in compliance with all applicable  laws respecting  employment
and  employment  practices,  terms and  conditions of  employment  and wages and
hours,  and is not  engaged in any unfair  labor  practices;  there is no unfair
labor  practice  complaint  against  Life  pending  before  the  National  Labor
Relations  Board;  there is no  labor  strike,  dispute,  slowdown  or  stoppage
actually  pending  or,  to the  best of  Life's  knowledge  after  due  inquiry,
threatened  against or affecting Life; to the best knowledge of Life,  after due
inquiry, no representation  question exists respecting the employees of Life; to
the best knowledge of Life,  after due inquiry,  no grievance which might have a
material  adverse  effect  on  Life or the  conduct  of its  businesses  nor any
arbitration  proceeding arising out of or under collective bargaining agreements
is pending and no claim  therefor  exists;  no collective  bargaining  agreement
which is binding on Life restricts it from relocating or closing its operations;
Life has not  experienced  any work  stoppage or other labor  difficulty  in the
past; and Life is not a party to any collective  bargaining labor representative
agreement.

2.26 COMPENSATION  PLANS.  Except as disclosed in SCHEDULE J, Life does not have
any bonus, deferred compensation,  pension,  profit-sharing,  retirement,  stock
purchase,  stock  option  or any  other  fringe  benefit  plan,  arrangement  or
practice, whether formal or informal.

2.27  ASSETS NOT  SUBJECT TO DECREE.  Neither  the whole nor any  portion of the
leaseholds or any other assets of Life is subject to any governmental  decree or
order to be sold or is being  condemned,  expropriated or otherwise taken by any
public  authority with or without payment of compensation  therefor,  nor to the
best knowledge of Life has any such  condemnation,  expropriation or taking been
proposed.

2.28 ENVIRONMENTAL  MATTERS. To the best knowledge of Life and its Stockholders,
Life is in compliance  in all material  respects  with all  applicable  federal,
state  and  local  laws  and  regulations  relating  to  pollution  control  and
environmental  contamination,  including,  without limitation,  all discharge or
disposal  of  Hazardous  Materials  (as defined  below).  Except as set forth in
SCHEDULE K annexed  hereto,  to the best  knowledge  of Life,  Life has not been
alleged to be in violation of, or been subject to any administrative or judicial
proceeding  pursuant  to,  such laws or  regulations  either  now or at any time
during  the  past.  Except  as set forth in  SCHEDULE  K,  there are no facts or
circumstances  that  Life  reasonably  expects  could  form  the  basis  for the
assertion of any Claim (as defined below) against Life relating to environmental
matters  including,  but not limited to, any Claim  arising from past or present
environmental  practices  asserted  under the laws of the Republic of Ireland or
CERCLA or RCRA (each as defined  below),  or any other  federal,  state or local
environmental statute or regulation.

2.29  DEFINITIONS OF ENVIRONMENTAL  TERMS.  For purposes of this Agreement,  the
following  terms shall have the following  meanings:  (i) "Hazardous  Materials"
shall mean materials defined as "hazardous  substances,"  "hazardous  wastes" or
"solid wastes" in (A) the Comprehensive

                                        9
<PAGE>

Environmental  Response,  Compensation  and  Liability  Act of 1980,  42  U.S.C.
Section  9601-9657,  and any  amendment  thereto  ("CERCLA"),  (B) the  Resource
Conservation and Recovery Act, 42 U.S.C.  Section 6901-6987,  and any amendments
thereto ("RCRA"),  and (C) any similar state or local  environmental  statute or
regulation;  and (ii) "Claim" shall mean any and all claims,  demands, causes of
action, suits, proceedings, and decrees.

2.30 EMPLOYEE  BENEFIT  PLANS.  Life does not have and has never  maintained any
employee  benefit  plan  within  the  meaning of  Section  3(3) of the  Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

2.31 AGENTS AND BROKERS.  Except as set forth in SCHEDULE J, no agent,  advisor,
broker,  person or firm acting on behalf of Life is, or will be, entitled to any
commission  or  broker's,  advisor's  or  finder's  fees from any of the parties
hereto, or from a person controlling, controlled by or under common control with
any  of  the  parties  hereto,  in  connection  with  any  of  the  transactions
contemplated herein.

2.32  INSOLVENCY.  Neither  Life nor any of the  Stockholders  is  insolvent  or
bankrupt  and  there  is no  pending  or  threatened  insolvency  or  bankruptcy
proceeding of any kind, either state or federal, affecting either Life or any of
the Stockholders.

2.33 STOCKHOLDERS  INVESTMENT  REPRESENTATION.  The Stockholders  represent that
they are  acquiring  the common stock of Health-Pak in exchange for their shares
of common stock in Life for the purposes of investment  only,  for each of their
own  respective  accounts  and not with a view to, or for the purpose of resale,
distribution or subdivision.  The  Stockholders  each acknowledge that they have
been informed that the shares of common stock to be issued to them as herein set
forth have not been registered under the Securities Act of 1933, as amended,  or
the laws of any state or other jurisdiction and that, therefore, such shares may
not be resold,  offered, or pledged except pursuant to a registration  statement
or under an exemption from the registration and prospectus delivery requirements
of the Act.

2.34  SUBSIDIARIES.  Life is the  owner  or is the  control  shareholder  of the
following  subsidiaries,  each of which shall be owned by Life as of the Closing
Date:

                                    ARTICLE 3
                  WARRANTIES AND REPRESENTATIONS OF THE COMPANY

3.01 WARRANTIES AND REPRESENTATIONS OF THE COMPANY. The Company hereby makes the
following  representations and warranties to Life and the Stockholders , each of
which is true as of the date hereof and will be true as of the Closing  Date and
each of which  shall be deemed  to be  independently  material  and to have been
relied upon by Life and the Stockholders in connection with this Agreement.

3.02 ORGANIZATION. The Company is a corporation duly organized, validly existing
by virtue of the laws of Delaware in the United States, and will be in good

                                       10
<PAGE>


standing  under the laws thereof on the Closing Date;  and neither the nature of
its business nor the character and location of its properties  requires it to be
qualified  or  licensed  to do  business  in any other  jurisdiction.  Since its
incorporation, no claim has been asserted by any governmental authority that the
nature of its business, or the character and location of the properties owned or
operated  by  the  Company  makes  qualification  or  licensing  to do  business
necessary in any jurisdiction in which it is not so qualified or licensed.

3.03  HEALTH-PAK  COMMON  STOCK.  The  authorized  capital  stock of the Company
consists solely of 20 million shares of Common Stock, $.001 par value per share.
As of the date of this  Agreement,  there  are  approximately  6,544,473  shares
issued  and  outstanding.  All of  the  issued  and  outstanding  shares  of the
Company's capital stock,  including the Life Shares to be issued hereunder,  are
or will be when issued  fully paid and  non-assessable  shares of the  Company's
common stock.

3.04 SUBSIDIARIES. The Company has one subsidiary,  Health-Pak, Inc., a New York
corporation,  which is presently in  Bankruptcy  under  Chapter 11 of the United
States Bankruptcy Code. The Company does not own any other subsidiaries nor does
it own any interest in any corporation,  partnership or proprietorship except as
set forth on SCHEDULE L annexed hereto.

3.04a TAXES AND TAX RETURNS.  FILING  OBLIGATIONS.  (a) The Company has duly and
timely  filed (or there have been duly and  timely  filed on its  behalf),  or a
valid  extension  of  time to file  has  been  obtained,  with  the  appropriate
governmental  authorities all tax returns ("Tax Returns" as hereinafter defined)
required  to be filed  by it and all such tax  returns  are  true,  correct  and
complete in all material respects.  All taxes for which the Company is or may be
liable  (whether  or not shown on any tax  return) in  respect  of  periods  (or
portions thereof) ending on or before the Closing Date have been timely paid, or
will be timely paid, or have been provided for on the Financial Statements. With
respect to any period (or portion  thereof)  through the Closing  Date for which
taxes are not yet due or owing,  the Company has  established due and sufficient
reserves for the payments of such taxes in accordance  with  generally  accepted
accounting  principles,  and such current  reserves through the Closing Date are
duly and fully provided for in the Financial Statements.

(b) TAX DEFICIENCIES.  No deficiencies for taxes have been claimed,  proposed or
assessed by any taxing or other  governmental  authority against the Company and
the Company has not received any notice, or otherwise has any knowledge,  of any
potential  claim,  proposal  or  assessment  against  the  Company  for any such
deficiency  for taxes.  There are no  pending,  or to the best of the  Company's
knowledge,  threatened  audits,  investigations or claims for or relating to any
liability in respect of taxes, and there are no matters under discussion between
the  Company on the one hand and any  governmental  authority  on the other hand
with respect to taxes that, in the reasonable judgment of the Company, is likely
to result in a material additional liability of the Company for taxes.

(c) TAX LIENS.  There are no liens for taxes upon any  property or assets of the
Company  except  for  liens for  taxes  not yet due and  payable,  and for which
adequate reserves have been provided for on the Financial Statements.

                                       11
<PAGE>


(d) WITHHOLDING  TAXES. The Company has duly and timely withheld,  collected and
paid to the  proper  governmental  authority  all  taxes  required  to have been
withheld, collected or paid.

(e) TAXES IN FOREIGN  JURISDICTIONS.  No claim has ever been made to the Company
by an  authority in a  jurisdiction  where the Company has not filed tax returns
that the Company is or may be subject to taxation by that jurisdiction.

(f) WAIVER OF STATUTE OF LIMITATIONS.  The Company has not waived any statute of
limitations  in respect of taxes or agreed to any extension of time with respect
to a tax assessment or deficiency.

(g) SECTION 280G OF THE CODE. There is no contract, plan or arrangement (written
or otherwise) covering any current or former employee or independent  contractor
of the Company that,  individually  or in the aggregate,  could give rise to the
payment of any amount that will not be  deductible  by the Company under Section
280G of the Code.

(h) POWER OF ATTORNEY No power of attorney  that is  currently in force has been
granted by the Company with respect to any matters relating to taxes.

(i) TAX SHARING AGREEMENTS. There are no tax sharing agreements or other similar
arrangements with respect to or involving Acquire.

(j) REAL PROPERTY HOLDING COMPANY.  The Company is not, and during the five-year
period  ending on the Closing Date has not been, a "United  States Real Property
Holding  Corporation,"  as such term is defined in Section 897(c) of the Code or
the Treasury Regulations promulgated thereunder.

(i) COPIES OF TAX RETURNS TO BE DELIVERED. Copies of the tax returns filed, or a
statement  that the due date for such  tax  returns  has been  extended,  by the
Company  for its last  fiscal  period  have  been or prior  to  closing  will be
provided to Life.

(j)  DEFINITION OF "TAX" AND "TAX RETURN." For purposes of this  Agreement,  and
without  limiting the generality of the  foregoing,  "Tax" or "Taxes" shall mean
any and all taxes, charges, fees, levies or other assessments, including all net
income, gross income, gross receipts,  excise, stamp, real or personal property,
ad  valorem,  sales,  withholding,   estimated,  social  security,   employment,
unemployment,  occupation,  use,  service,  service  use,  license,  net  worth,
payroll, franchise,  environmental,  severance, transfer, recording, escheat, or
other  taxes,  duties,  assessments,  or  charges,  imposed by any  governmental
authority and any interest, penalties, or additions to tax attributable thereto.
"tax return" shall mean any report, return, document, declaration,  information,
return or filing  (including  any related or  supporting  information)  filed or
required to be filed with respect to taxes.

3.05 COMPLIANCE  WITH LAW. The Company has complied with all state,  federal and
local  laws  in  connection   with  its   formation,   issuance  of  securities,
organization,  capitalization and operation,  and no contingent liabilities have
been  threatened,  or claims made or threatened with respect to said operations,
formation  or  capitalization,  including  claims for  violation of any state or
federal securities laws and, to the best of its knowledge, no basis for any such
claim or  liability  exists.  All  filings  required  to be made by the  Company
pursuant  to federal or state  securities  laws have been made and are  current,
comply as to form with all requirements of the

                                       12
<PAGE>


securities  laws  have  been  made and are  current,  comply as to form with all
requirements of the securities laws and contain no material misstatement or omit
any  facts  required  so  as  not  to  be  misleading.  No  consent,   approval,
authorization  or  order  of,  or  registration,   qualification,   designation,
declaration or filing with, any  governmental  authority is required on the part
of the Company in connection  with the execution and delivery of this Agreement,
or the carrying out of any of the transactions contemplated hereby.

3.06  DISPUTES  AND  LITIGATION.  The  Company is not  involved  in any  pending
litigation,  disputes or governmental  investigation  or proceeding,  and to the
best knowledge of the Company, no litigation,  claim, assessment or governmental
investigation or proceeding is pending or threatened, except as may be disclosed
on SCHEDULE M annexed hereto.

3.07 BREACH OF AGREEMENTS IN EFFECT. The Company has not breached, nor are there
any pending or threatened claims or any legal basis for a claim that the Company
has  breached,  any of the terms or  conditions  of any  agreement,  contract or
commitment to which it is a party or is bound and the execution and  performance
hereof  will not result in a violation  of any  agreement,  law or  governmental
regulation to which the Company is subject.

3.08 THE  SHARES  TO BE  ISSUED.  The  Health-Pak  Shares  to be  issued  to the
Stockholders have been duly authorized, and when issued in exchange for the Life
Shares as provided herein, will be validly issued, non-assessable and fully paid
under the laws of the  state of  Delaware  and will be  issued  in a  non-public
offering  pursuant  to  exemptions  from  registration  under  federal and state
securities laws. The Health-Pak Shares to be issued will have the same dividend,
voting and other rights,  powers,  preferences,  limitations and restrictions as
all of the shares of common stock of the Company  issued and  outstanding  as of
the date hereof,  except that the Health-Pak Shares shall be deemed  "restricted
shares"  as  defined  in Rule 144  promulgated  under the Act and  shall  bear a
restricted  legend  and  stop  transfer  instructions  will be  filed  with  the
Company's Transfer Agent. All of the Health-Pak Shares will, when delivered,  be
free and clear of all voting  trusts,  agreements,  arrangements,  liens and all
other  encumbrances,  claims,  equities and liabilities of every nature, and the
Company,  having duly taken all  corporate  action  required  therefor,  has the
unqualified  right to issue  the  Health-Pak  Shares  and to  deliver  clear and
unencumbered title thereto.

3.09 APPROVAL BY THE BOARD OF DIRECTORS.  The execution of this Agreement by the
Company,  and the  performance by the Company of its covenants and  undertakings
hereunder  have been duly  authorized by all  requisite  corporate  action,  and
approved by the Board of Directors,  and the Company has the corporate power and
authority  to enter  into  this  Agreement  and to  perform  the  covenants  and
undertakings to be performed by it hereunder,  and is under no other  impediment
which  would  adversely  affect its  ability to  consummate  or prohibit it from
consummating the transactions  contemplated hereby. This Agreement has been duly
authorized,  executed and  delivered by the Company and  constitutes a valid and
legally  binding  obligation of the Company  enforceable in accordance  with its
terms.

3.10 POWER AND AUTHORITY.  The Company has full power, authority and legal right
to enter into this  Agreement and to consummate  the  transactions  contemplated
hereby.  The execution and delivery of this Agreement,  the  consummation of the
transactions  contemplated  hereby and the  compliance  by the Company  with the
provisions hereof will not: (i) conflict with

                                       13
<PAGE>


or result in a breach of any provisions of, or constitute a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
or result in the creation of any lien, security interest,  charge or encumbrance
upon the  shares to be issued or any of the  property  or assets of the  Company
under  any  of  the  terms,   conditions   or  provisions  of  the  Articles  of
Incorporation or By-Laws of the Company or any note, bond, mortgage,  indenture,
license,  agreement or other  instrument or obligation to which the Company is a
party,  or by which it is bound;  or (ii) violate any order,  writ,  injunction,
decree,  statute,  rule or  regulation  applicable  to the Company or any of its
properties or assets.

                                    ARTICLE 4
                               INTERIM OPERATIONS

4.01  INTERIM  OPERATIONS.  Between  the date  hereof and the  Closing  Date the
Company and Life (including  their respective  subsidiaries)  will conduct their
respective operations as follows:

4.02 PRESENT BUSINESS  OPERATIONS.  Except as herein  provided,  the Company and
Life will carry on their respective  businesses in substantially the same manner
as heretofore  and the assets,  properties  and rights now owned by them will be
maintained, as far as practicable, in the usual and ordinary course of business,
to the same extent,  under the same insurance coverage and in the same condition
as on the date of this  Agreement.  Prior to the closing  date,  the Company and
Life  shall  engage  in no  activity  or  business  other  than as is  presently
conducted or shall be necessary to effect the transactions  contemplated by this
Agreement.

4.03 NON-DISPOSAL OF PROPERTY.  Except in the ordinary course of business and as
herein  provided,  or as may  hereafter be mutually  agreed to in writing by the
parties,  neither the  Company nor Life will sell or dispose of any  property or
assets,  nor will they encumber any property or assets except as may be required
by law or the provisions of the United States Bankruptcy Court.

4.04  ISSUANCE OF STOCK.  Neither of the Parties to this  Agreement  without the
written  consent of the other Parties  hereto,  will issue or sell, or issue the
right to subscribe to, any shares of capital stock or securities exchangeable or
exercisable  for capital  stock,  or acquire for a  consideration  any shares of
capital stock or warrants, or declare or pay any dividend on any capital stock.

4.05 AMENDMENT OF CORPORATE DOCUMENTS.  Except as contemplated  herein,  neither
the Company nor Life will,  absent a written  consent of the other party,  amend
their respective Certificates of Incorporation or By-Laws.

4.06  ACCESS TO BOOKS AND  RECORDS.  Life and the  Company  shall  each,  at all
reasonable  times,  permit  access  to their  respective  properties,  books and
records  for the  purpose  of  examination  by the other  party  hereto  and its
officers, directors, attorneys, accountants and

                                       14
<PAGE>


representatives,  and Life and Company  shall  furnish to the other party hereto
upon request any  information  reasonably  required in respect of such property,
assets and  business;  4.07 DEBT.  Neither  the  Company nor Life will incur any
indebtedness  or contingent  liability,  or enter into any contract or agreement
except in the  ordinary  course of  business  without  the  consent of the other
party.

4.08  ACQUISITIONS.  Neither the Company nor Life will  acquire any  business or
assets of any going  business,  nor will they merge or consolidate  with or into
any other  corporation,  or entity,  nor will they change the character of their
business except with the prior consent of the other party.

4.09 NOTICE OF ANY CHANGES. The Company and Life will promptly advise each other
in writing of any material adverse change in their financial condition, business
or affairs, whether arising from matters occurring not in the ordinary course of
business or not.

                                    ARTICLE 5
                         CONDITIONS PRECEDENT TO CLOSING

5.01. CONDITIONS PRECEDENT TO THE ACQUISITION BY THE COMPANY. The obligations of
the Company to  consummate  and effect the  acquisition  contemplated  hereunder
shall be subject to the  satisfaction,  on or prior to the Closing  Date, of the
following conditions:

5.02 WARRANTIES AND REPRESENTATIONS OF LIFE SHALL BE TRUE AND CORRECT. Except as
otherwise contemplated by this Agreement,  the representations and warranties of
Life and the  Stockholders  herein contained shall be true and correct as of the
Closing  Date with the same effect as though  made on the Closing  Date and Life
shall have performed all obligations and complied with all covenants required by
this  Agreement  to be  performed  or complied  with by it prior to such Closing
Date; and Life shall have  delivered to the Company a certificate  dated at such
Closing  Date  and  signed  by the  Chairman  of the  Board  of  Directors,  the
President,  Treasurer, or any Vice President of Life to the foregoing effect, to
the best  knowledge of the person giving such  certificate;  5.03  STOCKHOLDER'S
APPROVAL.  The  Stockholders  shall each have  approved  this  Agreement and the
acquisition contemplated hereunder;

5.04 APPROVAL OF COUNSEL. All transactions  contemplated hereby and the form and
substance  of all  legal  proceedings  and  of  all  papers  used  or  delivered
hereunder, shall be acceptable to counsel for the Company;

5.05 RESTRAINING LITIGATION OR PROCEEDING.  There shall not be any litigation to
restrain or invalidate the  transactions  contemplated  in this  Agreement,  the
defence of which would, in the judgement of the Board of Directors of Life, made
in good faith and based upon the advice of

                                       15
<PAGE>


counsel,  involve expense or lapse of time that would be adverse to the interest
of Life or the Stockholders or the Company.  There shall not be any governmental
proceeding,  claim or other  litigation  pending or  threatened  to  restrain or
invalidate the exchange, or which, if adversely decided,  could adversely affect
the Company 5.06 OPINION OF COUNSEL. The Company shall have received the opinion
of counsel  for Life,  dated the Closing  Date,  with  respect to the  following
matters:

(A) ORGANIZATION.  Life is a corporation duly organized, validly existing and in
good  standing  under the laws of the  Republic of Ireland and the County  under
which it was formed and it has all  requisite  corporate  power and authority to
carry on the  business  now  conducted  and to own and  operate  its  respective
properties.

(B) COMMON STOCK.  The capital stock of Life and the number of shares issued and
outstanding  immediately  prior  to the  acquisition,  all  of  which  are  duly
authorized,  issued and outstanding,  and are non-assessable shares of Life, are
as indicated in Paragraph 4 hereof.

(C) CORPORATE ACTION. All necessary corporate proceedings, including appropriate
action by the  Stockholders  and the officers and  directors of Life, to approve
this Agreement and the execution, delivery and performance thereof and all other
proceedings  required by law or by the  provisions of this  Agreement  have been
taken,  and Life has the full  right,  power and  authority  to enter  into this
Agreement and to carry out the terms thereof without further action;

(D) SUITS, ACTIONS OR PROCEEDINGS. To the best knowledge of such counsel, except
as herein indicated,  there are no suits, action,  claims or proceedings pending
or threatened against Life, nor to the knowledge of such counsel is Life a party
to or subject to any order, judgement, decree, agreement, stipulation or consent
of or with any court or  administrative  agency,  nor, to the best  knowledge of
such counsel, is any investigation pending or threatened against Life.

5.07 TAX RETURNS  FILED.  Life has filed all  federal,  state,  county and local
income,  franchise,  property and other tax returns,  forms or reports which are
due or required to be filed by it prior to the date hereof, and has paid or made
adequate provisions for the payment of all taxes, fees or assessments which have
or may become  due  pursuant  to such  returns or  pursuant  to any  assessments
received.

5.08 RECEIPT OF TAX RETURNS AND CORPORATE DOCUMENTS.  Health-Pak shall have been
given the opportunity to review and copy the tax returns,  corporate minute book
and all other corporate, business and financial records of Life.

5.09 RECEIPT OF ALL  INFORMATION,  SCHEDULES AND EXHIBITS.  Life and  Health-Pak
shall have exchanged all of the information,  Schedules and Exhibits referred to
in this  Agreement,  which shall be completed  by each party within  thirty (30)
days following the date hereof (unless  extended by the mutual  agreement of the
parties  hereto)  after  which date  either  party may elect to  terminate  this
Agreement according to the provisions of Article 8 below.

                                       16
<PAGE>


5.10 ASSUMPTION,  PAYMENT ON SETTLEMENT OF CERTAIN OBLIGATIONS.  Life shall have
assumed,  paid or settled the current obligations of Health-Pak to Zeller, Weiss
& Kahn,  B. Bruce  Freitag and the  Company's  transfer  agent as  reflected  in
Schedule L and M.  Health-Pak  represents that Schedules L and M reflects a true
and accurate  representation  of those  amounts  currently  due and owing to the
aforementioned  person and  entities.  Life  shall also have paid the  necessary
costs  and  expenses  to  complete  Health-Pak's  filing  requirements  with the
Securities and Exchange Commission.  Said payments,  assumptions and settlements
shall not exceed the sum of $125,000. Health-Pak and Anthony J. Liberatore shall
be jointly  and  severally  responsible  for payment of all amounts in excess of
$125,000.00  and for any and all  franchise,  state,  local,  or other  taxes in
excess of $10,000.00 that are necessary to satisfy the obligations identified in
this paragraph.

5.11  CONDITIONS  PRECEDENT TO ACQUISITION  BY LIFE. The  obligations of Life to
consummate and effect the acquisition contemplated hereunder shall be subject to
the satisfaction, on or prior to the Closing Date, of the following conditions:

5.12  WARRANTIES AND  REPRESENTATIONS  OF THE COMPANY ARE TRUE AND CORRECT.  The
representations and warranties of the Company herein contained shall be true and
correct as of and at the date of this  Agreement  and as of the Closing  Date of
the  acquisition;  and the Company  shall have  performed  all  obligations  and
complied  with all  covenants  required by this  Agreement  to be  performed  or
complied  with by it prior to the  Closing  Date;  and the  Company  shall  have
delivered  to Life a  certificate  at such  date,  signed by the  President  and
Treasurer to the foregoing  effect,  to the best  knowledge of the person giving
such certificate;

5.13 APPROVAL OF COUNSEL. All transactions contemplated hereby, and the form and
substance  of all  legal  proceedings  and  of  all  papers  used  or  delivered
hereunder, shall be acceptable to counsel for Life;

5.14  RESTRAINING  LITIGATION.  There shall not be any litigation to restrain or
invalidate the transactions contemplated in this Agreement, the defence of which
would,  in the  judgement of the Board of Directors of Life,  made in good faith
and based  upon the  advice of  counsel,  involve  expense or lapse of time that
would be adverse to the  interests of Life or the  Stockholders  or the Company.
There  shall  not be any  governmental  proceeding,  claim or  other  litigation
pending or  threatened  to restrain or invalidate  the  exchange,  or which,  if
adversely decided, could adversely affect Life.

5.15  OPINION OF COUNSEL.  Life and the  Stockholders  shall have  received  the
opinion of counsel for the Company,  dated the Closing Date, with respect to the
following matters:

(A) ORGANIZATION.  Health-Pak is a corporation duly organized,  validly existing
and in good  standing  under  the laws of the state of  Delaware  and it has all
requisite  corporate  power and authority to carry on the business now conducted
and to own and operate its respective properties;

(B) COMMON  STOCK.  The  capital  stock of  Health-Pak  and the number of shares
issued and outstanding  immediately  prior to the acquisition,  all of which are
duly authorized,

                                       17
<PAGE>


issued and  outstanding,  and are  non-assessable  shares of Health-Pak,  are as
indicated herein;

(C) CORPORATE ACTION. All necessary corporate proceedings, including appropriate
action by the  directors  of  Health-Pak,  to  approve  this  Agreement  and the
execution,  delivery and performance thereof and all other proceedings  required
by law or by the provisions of this  Agreement  have been taken,  and Health-Pak
has the full right,  power and  authority  to enter into this  Agreement  and to
carry out the terms thereof without further action;

(D) SUITS, ACTIONS OR PROCEEDINGS. To the best knowledge of such counsel, except
as herein indicated,  there are no suits, action,  claims or proceedings pending
or threatened  against  Health-Pak or its officers  and/or  directors that would
subject the Company to any claim of indemnity by its officers and/or  directors,
nor to the  knowledge of such counsel is Health-Pak a party to or subject to any
order, judgement, decree, agreement, stipulation or consent of or with any court
or  administrative  agency,  nor, to the best knowledge of such counsel,  is any
investigation pending or threatened against Health-Pak.

5.16 OTHER  CONDITIONS.  (a) Health-Pak  shall have entered into an agreement in
the form set forth in EXHIBIT C attached  hereto  which  shall  provide  for the
acquisition by Anthony J. Liberatore of all of the  outstanding  common stock of
the Health-Pak New York subsidiary and the plant facility in Utica,  New York in
exchange for approximately  4,119,382 shares of common stock of Health-Pak owned
by Mr.  Liberatore  and his family and (b) Carter A. Beavers,  a shareholder  of
Health-Pak  shall have returned for  cancellation a total of 1 million shares of
the common stock of Health-Pak.

                                    ARTICLE 6
                                     CLOSING

6.01  CLOSING The date for the  closing of the  transactions  described  in this
Agreement (the "Closing Date"), shall take place not later than ninety (90) days
from the date of this Agreement  unless  otherwise  mutually  agreed between the
parties in writing. The Closing Date shall take place sooner and within five (5)
days of compliance with all conditions  precedent to the  requirements set forth
in  Article 5 of this  Agreement  and shall  take  place at the  offices  of the
Company or such other place as the parties may agree.

6.02  DELIVERY  OF  DOCUMENTS.  Each party  will  comply  with their  respective
requirements and obligations at the closing as set forth herein and will deliver
appropriate documents as called for by this Agreement including certificates for
the shares of stock of Life and the Company.

6.03 BOARD OF DIRECTORS.  On the Closing Date the  Company's  Board of Directors
shall be expanded by increasing the total number of authorized  directors to six
and the presently  existing  directors  shall  appoint the following  persons to
serve as directors of the Company until the next annual meeting of shareholders:

                                       18
<PAGE>


(a)  Anthony Liberatore
(b)  Michael Liberatore
(c)  William Meola
(d)  Albert Reynolds TD
(e)  Dr.    Christopher    McCormack,    B.Sc.,    Ph.D.,    N.I.H.C.,    M.PS.,
     M.ARVO.,F.F.,Ful.S.
(f)  Todd F. Walker, Esq.

The following directors of Health-Pak shall remain as directors to serve until
the next annual meeting of shareholders:

(a)  Anthony Liberatore
(b)  Michael Liberatore
(c)  William Meola

Of the foregoing  directors,  the existing directors of Health-Pak  remaining as
directors after the Closing shall  immediately sign resignations to be delivered
to the newly  appointed  directors  to be acted upon by said  directors at their
will.

6.04  OFFICERS OF THE COMPANY.  At the Closing,  the Company  shall  deliver the
resignation, effective as of the Closing Date, of its officers and the following
shall be appointed in their place and stead:

President::    Dr.  Christopher  McCormack,   B.Sc.,  Ph.D.,  N.I.H.C.,   M.PS.,
               M.ARVO.,F.F.,Ful.S.
Treasurer:     Todd F. Walker
Secretary:     Todd F. Walker

6.05  REPRESENTATIONS  The  holders of the  required  number of shares of common
stock of the Company,  in  accordance  with the  Certificate  of  Incorporation,
By-Laws and statutes  affecting  the Company,  shall have voted in favor of this
Agreement and the acquisition  contemplated hereunder and the Company shall have
delivered at the Closing Date a  Certificate  of the President and the Secretary
of the Company attesting thereto.

                                    ARTICLE 7
                                 INDEMNIFICATION

7.01  INDEMNIFICATION  BY LIFE AND THE  STOCKHOLDERS.  In order  to  induce  the
Company  to  enter  into  this  Agreement,  and  for  other  good  and  valuable
consideration, receipt whereof is

                                       19
<PAGE>


acknowledged,  Life and the Stockholders  agree to indemnify the Company and its
successors  and  assigns,  and to  hold  them  harmless  in  respect  of (i) all
liabilities  of Life of any nature,  whether  accrued,  contingent,  absolute or
otherwise,  as of the Closing  Date,  which are not disclosed or provided for in
the financial statements  delivered to the Company as herein provided;  (ii) any
damage or deficiency  arising from any  misrepresentation  or breach of warranty
made by Life  herein;  and  (iii)  all  actions,  suits,  proceedings,  demands,
assessments,  fines, judgements,  costs, expenses, or reasonable attorney's fees
incident to the foregoing;

7.02   INDEMNIFICATION  BY  THE  COMPANY.  In  order  to  induce  Life  and  the
Stockholders  to enter  into this  Agreement,  and for other  good and  valuable
consideration,  receipt whereof is acknowledged, the Company agrees to indemnify
Life and Shareholders Representative and their successors and assigns, and their
respective officers, directors,  employees,  controlling persons and agents, and
to hold each of them harmless in respect of (i) all  liabilities  of the Company
of any nature,  whether accrued,  contingent,  absolute or otherwise,  as of the
Closing  Date,  which  are  not  disclosed  or  provided  for in  the  financial
statements  delivered to Life and the Shareholders as herein  provided;  (ii)any
damage or deficiency arising from any misrepresentation or breach of warranty or
agreement made by the Company herein; and (iii) all actions, suits, proceedings,
demands,   assessments,   fines,  judgements,  costs,  expenses,  or  reasonable
attorney's fees (whether related to claims between the parties,  involving third
parties or otherwise), as they are incurred, incident to the foregoing.

                                    ARTICLE 8
                                   TERMINATION

8.01  TERMINATION.  This  Agreement  may be  terminated or abandoned at any time
prior to the  Closing  Date upon the  following  conditions:  (a) By the  mutual
consent of the Boards of Directors of the Company and Life;  or (b) By the Board
of  Directors  of either the Company or Life if, in the bona fide  judgement  of
such Board  there  shall  have been a  material  violation  of any  covenant  or
agreement  set forth  herein;  or if any  warranty  or  representation  shall be
untrue;  or such Board of Directors  should, in its bona fide judgement deem the
acquisition  inadvisable or  impractical  by reason of any defect which,  in the
opinion of counsel for the  company  whose  Board of  Directors  has made such a
determination,  constitutes  a material  part of its  assets or there  exists or
there is a threat of a material  liability or  obligation  of such other company
not previously  known at the time of this  Agreement;  or (c) By the election of
either party in the event that all of the  conditions  precedent to closing,  as
set forth in paragraph 7 above,  have not been  complied with within ninety (90)
days  following the date hereof,  unless  extended by the mutual  consent of the
parties hereto.

8.02 EFFECT OF TERMINATION PRIOR TO CLOSING. In the event of the termination and
abandonment of the acquisition and this Agreement as herein provided, written

                                       20
<PAGE>


notice shall be given to the company or person to be notified of the termination
or abandonment  as herein  provided,  and thereupon this Agreement  shall become
wholly void and of no effect, and there shall be no liability on the part of any
person  who is a party  hereto,  or any  liability  for the Board of  Directors,
stockholders,  officers or  directors of either the Company or Life or any other
party to this Agreement.

                                    ARTICLE 9
              NATURE AND SURVIVAL OF WARRANTIES AND REPRESENTATIONS

9.01. NATURE AND SURVIVAL OF REPRESENTATIONS.  All  representations,  warranties
and covenants made by a party to this  Agreement  shall survive the execution of
this Agreement and the consummation of the transactions contemplated hereby. All
of the parties  hereto are  executing  and carrying out the  provisions  of this
Agreement, and relying solely upon the representations, warranties and covenants
contained in this Agreement and not upon any investigation  upon which he she or
it might have made, or any representation,  warranties,  agreements, promises or
information,  written or oral, made by the other party, or by persons other than
as specifically set forth herein.

                                   ARTICLE 10
               INVESTMENT REPRESENTATIONS OF THE STOCKHOLDERS AND
                          RESTRICTION ON SALE OF STOCK

10.01. INVESTMENT  REPRESENTATIONS OF SHAREHOLDERS.  The Stockholders,  warrant,
represent  and agree with  respect to the  Health-Pak  Shares to be  received in
exchange  for the Life  Shares  pursuant to this  Agreement  that the Shares are
being acquired for the purpose of investment,  for the separate  accounts of the
Stockholders,  and not with a view to  distribution  or  resale  or any  present
intention to divide their participation with others.  Shareholder Representative
further  represents  and warrants that he has been informed that the  Health-Pak
Shares to be received by the Stockholders are not being registered under the Act
in  reliance  upon  the  exemption  provided  by  Section  4(2)  of the Act as a
transaction  not  involving  any public  offering  and that  reliance  upon such
exemptions is predicated in part on the  representations  made in this paragraph
10.01.

10.02 LIMITATIONS ON SALE OF SHARES OF THE COMPANY.  The Stockholders consent to
the  imposition of a legend on the  certificate or  certificates  of stock to be
acquired by them to the effect  that such  securities  have not been  registered
under the Act and such  securities  may not be sold,  pledged  or  hypothecated,
except in compliance  with said Act, or upon an  appropriate  opinion of counsel
acceptable to the Company to the effect that an exemption from the  registration
provisions of said Act is available to the selling shareholder. The Stockholders

                                       21
<PAGE>


further consent to the imposition of "stop transfer" instructions with respect
to each of their respective accounts as recorded by the transfer agent of the
Company, to the effect that such shares may not be sold or disposed of without
evidence of compliance with the requirements of said Act, or upon an acceptable
opinion of counsel.

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

11.1. MISCELLANEOUS. PROVISIONS. The following miscellaneous provisions shall be
observed in this Agreement.

11.2 COUNTERPARTS.  This Agreement may be executed simultaneously in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

11.3 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement among the
parties  pertaining to the subject matter  hereof,  and supersedes all prior and
contemporaneous  agreements  and  understandings  of the  parties in  connection
herewith.   There   are   no   oral   promises,   conditions,   representations,
understandings,   interpretations   or  terms  of  any  kind  as  conditions  or
inducements to the execution of this Agreement.

11.4  SUCCESSORS.  This Agreement shall be binding upon the parties hereto,  and
inure to the benefit of the parties, and their respective heirs, administrators,
executors, personal representatives, successors in interest and assigns.

11.5  FURTHER  ASSURANCES.  At any  time and from  time to time  after  the date
hereof, each party will execute such additional instruments and take such action
as may be reasonably requested by the other party to confirm or perfect title to
any  property  transferred  hereunder  or  otherwise to carry out the intent and
purposes of this Agreement.

11.6  WAIVER.  Any failure on the part of any party hereto to comply with any of
the obligations,  agreements or conditions hereunder may be waived in writing by
the party to whom  such  compliance  is owed.  11.7  NOTICES.  All  notices  and
communications  required or permitted  hereunder  shall be sufficient if made in
writing and shall be deemed to have been given if delivered in person or sent by
postage  prepaid,  first class,  registered or certified  mail,  return  receipt
requested to the addresses  first set forth above or to such other or additional
addresses as any party hereto shall reasonably  designate with respect to itself
from time to time.

11.8  SEVERABILITY.  The parties to this Agreement  hereby agree and affirm that
none of the above  provisions  is  dependent  upon the  validity or of any other
provisions, and if any part of this Agreement is deemed to be unenforceable, the
balance of the  Agreement  shall remain in full force and effect;  provided that
the essential  purposes of this Agreement are capable of being  fulfilled in the
absence of such invalid provisions.

                                       22
<PAGE>


11.9  HEADINGS.  The  section and  subsection  headings  in this  Agreement  are
inserted for  convenience  only,  and shall not affect in any way the meaning or
interpretation of this Agreement.

11.10  GOVERNING LAW. This Agreement  shall be governed by the laws of the State
of Florida in the United States  applicable to contracts  entered into and to be
fully performed therein notwithstanding any laws of conflicts.

11.11  AMENDMENT.  This Agreement or any provision  hereof,  may not be changed,
waived,  terminated  or  discharged  except by means of a  written  supplemental
instrument  signed by the party against whom enforcement of the change,  waiver,
termination or discharge is sought.

11.12  ASSIGNMENT.  This Agreement is personal to the Parties hereto and may not
be assigned, transferred to any other party or person.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK








                                       23
<PAGE>


11.13 RIGHT OF RESCISSION.  In accordance with the requirement  that the parties
receive and be given an  opportunity  to review  Schedules to this Agreement and
other  information  identified  herein,  Life reserves the right to rescind this
Agreement due to any  misrepresentation  or omission of material fact related to
the  transaction  if, in its sole and  exclusive  determination  its ongoing due
diligence  investigation  reveals any material information that causes its Board
of Directors to conclude that  consummation of the merger  transaction is not in
the best  interests of Life.  Said right of rescission  shall expire in 180 days
from the date of closing but shall not limit any matter relating to fraud.

IN WITNESS  WHEREOF,  the parties  have  executed  this  Agreement  on the above
written  date by  authority  of their  respective  Boards of  Directors  or have
otherwise set their hand and seal hereto on the date above written.



ATTEST:                                         HEALTH-PAK, INC.

/s/ Michael Liberatore                  By: /s/ Anthony J. Liberatore
------------------------                   ----------------------------------
                                            ANTHONY J. LIBERATORE, PRESIDENT

ATTEST:                                   LIFE ENERGY TECHNOLOGY
                                          HOLDINGS, LTD.

/s/ M. O'Rourke                         BY: /s/ Dr. Christopher McCormack
---------------------------                 ---------------------------------
                                            DR. CHRISTOPHER MCCORMACK, CHIEF
                                            EXECUTIVE OFFICER

The Shareholder's representative hereby executes and ratifies this Agreement for
and on behalf of  himself,  individually,  and all behalf of all other  existing
shareholders as named in Schedule A.



ATTEST: /s/ M. O'Rouke        BY: /s/ Dr. Christopher McCormack
------------------------          -----------------------------------------
                                  DR. CHRISTOPHER MCCORMACK, INDIVIDUALLY, AND
                                  ON BEHALF OF ALL SHAREHOLDERS LISTED ON

    SCHEDULE A.

                                       24
<PAGE>



                                   SCHEDULE A
                              STOCK HOLDER OF LIFE

FULL NAME AND ADDRESS              SHARE CLASS            NUMBER OF
                                                          SHARES ALLOCATED

Chelise Investment Ltd             Ordinary                  2,573,350
Fernleigh House
Palace Road
Douglas Isle of Man

Eden Development Ltd               Ordinary                  2,573,350
Fernleigh House
Palace Road
Douglas Isle of Man

Mcintosh Enterprises Ltd           Ordinary                  2,573,350
Fernleigh House
Palace Road
Douglas Isle of Man

Philip O'Carroll                   Ordinary                    786,450
23 Thorpe Road
Staines Middlesex
England TW8 3HD

Kevin McCormack                    Ordinary                    786,450
Edenappa Road
Joesborough
Co Armagh N. Ireland

Brian Larkin                       Ordinary                    786,450
20 Seafin
Newry
Co. Down N. Ireland

QMT Limited                        Ordinary                    786,450
Suite 252
QMT Old Brompton Road
London SW1 3 DL

Brendan McCormack                  Ordinary                    786,450
5 Mullavat Road
Newry Co Down N. Ireland

Mark O'Carroll                     Ordinary                    786,450
Flat A 23, Fordwych Road
London NW2 3 TN England


<PAGE>


John Napier                        Ordinary                    321,000
Suite 615
28 Old Brompton Road
South Kensington London SW7 3SS

Dr Christopher McCormack           Ordinary                    876,000
for McCormack Consulting
St Augustine
Offington Ave Sutton Dublin 13

Dr. Albert Reynolds                Ordinary                    801,500
18 Aylesbury Road
Dublin 2

Abilene Company Limited            Ordinary                    561,750
9 Rue des Alpes
1201 Geneve Switzerland



<PAGE>


                                   SCHEDULE B
                            DRAFT FINANCIAL STATMENTS

Schedule B                                      DRAFT
                                                USD$
Commodities, Stock & Assets

Commodities stock
Commodities stock (1)                                        $92,187,500
Shareholding in Energy Producers Inc (2)                     $20,000,000

Fixed Assets (3)
Subsidiary companies
Axis Controls Ltd                                             $2,000,000
SRL Ltd                                                       $1,200,000
O'Dwayers Machinery Ltd                                       $1,250,000
PFA Ireland Ltd                                              $16,400,000
Viper International Ltd                                      $15,000,000
Life Manufacturing                                           $30,000,000
Perka Manufacturing & Patents Ltd                             $3,000,000
                                                subtotal     $68,850,000

Real Estate Holdings
Dundalk Convertibles Property                                 $1,500,000
Belfast Property                                              $2,400,000
Ballinsole Property                                             $160,000
Life Energy Dublin Property                                     $460,000
Life Energy West Property                                       $900,000
Swatra Property                                                 $300,000
                                                subtotal      $5,720,000

(1)  Commodities  stocks belonging to the company currently trade at IE(pound)25
     per toone, and the company holds title to 3,125,000 tonnes
(2)  Shareholding  in  Energy  Producers  Inc is  included  at the  cost  of the
     purchase only
(3)  All fixed  assets  are  included  at  purchase  cost and are  valued  using
     purchase method accounting


<PAGE>


Letter
HEALTH-PAK INC                                                    P.O. BOX 4256
                                                       Utica New York 13504-2355
                                                              Phone 315-724-8370
                                                                Fax 315-724-7880

                         12-Jan-01

Dr. Christopher McCormack
Life Energy Technology Holdings Ltd

Dear Chris,

Health-Pak, Inc has agreed to waive the requirement of audited statements within
60 days of closing.

This was mutually agreed upon by both parties

Sincerely

Anthony Liberatore
President / Chariman



<PAGE>



                                   SCHEDULE C
                            Litigation nothing added



<PAGE>


                                   SCHEDULE D
                            Contract and Commitments
                    Biosphere Process Manufacturing Agreement



                                  Alia Holdings
                                   Building 1,
                                Maly Kozikhinsky,
                                    Pereulok,
                                  Moscow 103001
                                     Russia

                                       AND

                    Life Energy & Technology Holdings Limited
                               St Helena's Terrace
                               Dundalk Co. Louth.
                                    Ireland.




<PAGE>



                                TABLE OF CONTENTS





1.    DEFINITION AND INTERPRETATION                                       62
2.    BIOSPHERE SUBSYSTEM ASSEMBLIES                                      64
3.    DURATION                                                            64
4.    CHARGES                                                             64
5.    FORMAL CONTRACT                                                     65
6.    LIABILITY                                                           65
7.    FORCE MAJEURE                                                       66
8.    SUSPENSION OF SERVICES                                              67
9.    TERMINATION                                                         67
10.   CONSEQUENCES OF TERMINATION                                         68
11.   CONFIDENTIALITY                                                     68
12.   INTELLECTUAL PROPERTY RIGHTS                                        70
13.   ASSIGNMENT                                                          72
14.   NOTICES                                                             73
15.   WARRANTIES                                                          74
16.   MISCELLANEOUS                                                       74
17.   GOVERNING LAW AND DISPUTE RESOLUTION                                75
18.   SCHEDULE 1                                                          77
19.   SCHEDULE 2                                                          78
20.   SCHEDULE 3                                                          79
21.   SCHEDULE 4                                                          80






<PAGE>




This Agreement is made this 5th day of October 2000  (the "Effective Date")

BY AND BETWEEN:

Alia  Holdings,  a company  incorporated  under the laws  Lebanon and having its
business   offices  at   Building   1,  Maly   Kozikhinsky,   Pereulok,   Moscow
103001,Russia,


     hereinafter for descriptive purposes called ALIA.

     And,

     Life Energy & Technology  Holdings Limited of St Helena's Terrace,  Dundalk
     Ireland hereinafter for descriptive purposes called LETH.

     Both  hereinafter  also  collectively  referred  to as  "the  Parties"  and
individually as "the Party".

     Whereas LETH is appointing ALIA to complete the  manufacture,  assembly and
     testing   of  the   Biosphere   Process   System(TM)3   to  the  plans  and
     specifications appended hereto as per schedule 1.

     Whereas ALIA and its servants or agents have  represented to LETH that they
     can  contract  all of the  requisite  skills and  engineering  expertise to
     complete  the  manufacture,  assembly,  testing  and  delivery  of a  fully
     functional  demonstration model in Ireland,  for commissioning on or before
     March 12th 2001 at a complete cost of USD$9,000,000 payable as per schedule
     4.


NOW THEREFORE the Parties hereto agree with each other as follows:

3.   DEFINITION AND INTERPRETATION


1.1  In this Agreement,  words and expressions  shall have the meanings ascribed
     to them below.  Other words and phrases defined elsewhere in this Agreement
     shall have the meanings provided for therein:

     "Agreement" this agreement,  together with the Schedules, and any amendment
     thereto;

     "Affiliate"  a Subsidiary  or Holding  Company of either Party or any other
     Subsidiary of that Holding Company;


---------
3  Biosphere  Process  System  is a  copyright  trademark  of  the  Life  Energy
Partnership 1994.


<PAGE>



     "Confidential Information" all know-how,  techniques, ideas, principles and
     concepts  which  underlie  any  of the  Services  provided  hereunder,  and
     business or  commercial  information  in whatever  form  obtained by either
     Party  directly  or  indirectly  from  the  other  Party  pursuant  to this
     Agreement  or prior to and in  contemplation  of it (save  for  information
     which  the   originating   Party   has   expressly   identified   as  being
     non-confidential);

     "Force Majeure" any cause beyond a Party's reasonable control affecting its
     performance of its obligations  hereunder including but not limited to acts
     of  God,  insurrection  or  civil  disorder,  war or  military  operations,
     national or local emergency,  acts or omissions of Government or regulatory
     authority,  industrial  disputes of any kind (not  involving  that  Party's
     employees),  fire,  flood,  lightning,  explosion,   subsidence,  inclement
     weather, acts or omissions of persons or bodies for whom the affected Party
     is not responsible;

     "Holding Company" any company controlling a Subsidiary; for the purposes of
     this  Agreement a controlling  company shall be a company which (i) holds a
     majority of the voting rights in that company;  or (ii) is a member of that
     company  and has the right to appoint or remove a majority  of the board of
     directors  of that  company;  or  (iii)  is a member  of that  company  and
     controls  alone,  pursuant  to an  agreement  with  other  shareholders  or
     members, a majority of the voting rights in that company;

     "Intellectual  Property Rights" all intellectual  property rights including
     trade  marks  applications  and  rights to apply for any of the  foregoing,
     whether registered or not, and all pending applications thereof in any part
     of the world;

     "Licence"  a licence  permit  or other  authority  required  by law for the
     running or operation of either Party's Intellectual property;

     "SLA"  ("Service Level  Agreement")  Specifications  for Biosphere  Process
     Systems(TM) subassemblies as detailed in schedule 3.

     "Subsidiary"  any company  controlled by a Holding  Company or a Subsidiary
     which is itself a Subsidiary of such Holding Company.

     "Working  Day"  any day  other  than a  Saturday,  Sunday,  public  or bank
     holidays in Ireland, Russia and the Lebanon;

     "Working  Hours" the hours from 9:00 a.m. to 6:00 p.m. (as  determined,  in
     the case of a notice or other  communication  contemplated by Clause 14, in
     the  place to which  the  notice  or  other  communication  is sent) on any
     Working Day.


<PAGE>



1.2  References to "ALIA" and "LETH" also include  reference to their respective
     Affiliates,  successors,  whether by  operation  of law or  otherwise,  and
     permitted assignees.

1.3  Headings are  included in this  Agreement  for ease of  reference  only and
     shall not affect the interpretation or construction of this Agreement.

1.4  References to the singular include the plural and vice-versa.

1.5  References  to  Clauses  and  Schedules  are,  unless  otherwise  provided,
     references to clauses and schedules to this  Agreement,  as the same may be
     amended from time to time.

1.6  In the event of  conflict  between any of the terms of this  Agreement  and
     those of the Schedules, the terms of this Agreement shall prevail.


4.   BIOSPHERE SUBSYSTEM ASSEMBLIES

2.1  Subject  to  ALIA  completing  the  design  work on the  Biosphere  Process
     System(TM) and completing the manufacture,  assembly,  testing and delivery
     of a fully  functional  demonstration  model in Ireland as detailed  above,
     ALIA will be invited to provide the  subassemblies  of fifty (50) Biosphere
     Process  Systems(TM)  (as  detailed  in  schedule  3) for  the  LETH  group
     beginning  in  February  2001,  at  an  initial  agreed  cost  to  LETH  of
     USD$1,000,000  per  subassembly.  It is agreed that the initial  fifty (50)
     subassemblies will be manufactured and ready to ship to LETH's instructions
     and that all sub assemblies  will remain the property of LETH from the date
     of assembly.

2.2  Subject to 2.1 above ALIA is granted the right to manufacture all of LETH's
     subassembly  requirements  for the Russian,  European,  Middle  Eastern and
     North African  marketplaces  for a period of not longer than five (5) years
     from the date of this agreement.


5.   DURATION

3.1  This  Agreement  shall  commence on the Effective  Date and shall remain in
     force for an  indeterminate  period  unless and until  terminated by either
     Party  pursuant to Clause 9, or upon [three (3)]  calendar  months  written
     notice to the other, such notice to expire at the end of any calendar month
     thereafter.


6.   CHARGES

4.1  Except as otherwise  provided in this Clause,  ALIA shall  invoice LETH for
     the  Services  in  accordance  with the agreed  schedule  as  specified  in
     Schedule 4, as the same may be amended from time to time.

<PAGE>


4.2  All invoices shall be agreed before presentation between the parties.

4.4  Invoices shall be paid in [the currency stated in the relevant invoice], in
     immediately available funds within [thirty (30)] days from the date of such
     invoice;  any amounts due hereunder  that are not paid on or before the due
     date shall  accrue  interest at the rate equal to [three (3) per cent above
     the London Inter Bank Offering Rate (as reported in the Financial  Times on
     the date that payment is due)] per year,  compounded daily,  beginning with
     the day following the date on which payment was due, and  continuing  until
     paid in full, whether before or after any judgement.

4.5  Subject to Clause 4.8, all payments made under this Agreement shall be paid
     in full, without set-off,  counterclaim or payment netting unless expressly
     agreed otherwise between the Parties.

4.6  All Charges due hereunder are exclusive of all applicable taxes,  including
     value  added  tax,  sales  taxes,  and  duties  or  levies  imposed  by any
     authority,  government  or  government  agency,  all of which shall be paid
     promptly when due by LETH.

4.7  ALIA  may  in  a  separate   invoice  make  backdated  claims  for  amounts
     outstanding relating to a previous billing period which were not previously
     invoiced for technical or other reasons. Any backdated claims shall be made
     within  [three  (3)]  months  of the date  upon  which  the  Services  were
     rendered.  For this purpose such date shall be the last day of the relevant
     billing period. The Parties acknowledge and agree that failure to raise any
     invoice  within such [three (3) months] period shall operate as a waiver by
     the Party  having  provided  the  Services  of its  right to claim  payment
     thereof.

4.8  Without  prejudice to the  foregoing,  LETH may deduct  amounts  reasonably
     disputed from ALIA's invoice, provided LETH (i) pays all undisputed Charges
     on or  before  the due date of the  applicable  invoice,  (ii)  presents  a
     written  statement of any billing  discrepancies  together  with  available
     supporting  data  within  sixty  (60)  days of the date of  receipt  of the
     relevant  invoice,  and (iii)  negotiates  in good  faith with ALIA for the
     purposes of resolving  such dispute in  accordance  with the  provisions of
     Schedule 3.


7.   FORMAL CONTRACT

5.1  It is understood and agreed this document is a formal contract.


8.   LIABILITY

6.1  In performing any obligation  under this Agreement,  ALIA's duty of care is
     only  to   exercise   the   reasonable   skill  and  care  of  a  competent
     subcontractor.


<PAGE>


6.2  All  warranties  and  conditions  whether  expressed or implied by statute,
     common law or otherwise  (including but not limited to fitness for purpose)
     are hereby excluded to the extent permitted by law.

6.3  ALIA does not warrant  that parts  manufactured  for LETH will be free from
     faults.  In the event of a fault which adversely affects the operability of
     parts supplied ALIA will use all reasonable endeavours to correct the fault
     in a timely manner.

6.4  Subject to Clauses 6.5 and 6.6, the maximum aggregate liability of ALIA for
     any loss or damage  sustained by LETH in  connection  with anything done or
     omitted  to be done under this  Agreement  (whether  arising as a result of
     negligence or otherwise) shall be [USD$10,000,000] in respect of any single
     incident  or series of  related  incidents;  and  subject in any event to a
     maximum of [USD$20,000,000] for all incidents in any twelve-month period.

6.5  Neither  Party  shall in any  circumstances  be liable for loss of revenue,
     profit,  anticipated  savings or business or any indirect or  consequential
     loss or damage  (whether  arising as a result of  negligence  or otherwise)
     notwithstanding  such Party having being informed of the same. In the event
     that a Court of competent jurisdiction shall deem the exclusion referred to
     herein as unlawful or unenforceable in any way the Parties' liabilities for
     any  indirect or  consequential  losses shall be limited to the amounts set
     forth in Clause 6.4.

6.6  Nothing in this Agreement limits in any manner either Party's liability for
     death or personal injury.

6.7  LETH shall be responsible  for the settlement of any and all claims arising
     from the use or misuse of the parts supplied to any third party it supplies
     and the LETH  shall  indemnify  and hold  harmless  ALIA in  respect of all
     costs, expenses and damages incurred in respect thereof.

6.8  Without thereby limiting their  responsibilities  under this Clause 6, each
     Party shall insure with a reputable  insurance  company against all loss of
     and damage to property and injury to persons  (including death) arising out
     of or in  consequence of its  obligations  under this Agreement and against
     all actions, claims, demands, costs and expenses in respect thereof.


9.   FORCE MAJEURE

7.1  Subject to  Clauses  7.2,  7.3 and 7.4,  any delay or failure to perform an
     obligation under this Agreement (other than payment  obligations) by either
     Party  (the  "affected  Party")  shall  not  constitute  a  breach  of this
     Agreement to the extent that it is caused by an event of Force Majeure.

7.2  The affected Party shall promptly  notify the other Party in writing of the
     estimated extent and duration of the inability to perform its obligations.

7.3  Upon the cessation of the event of Force Majeure,  the affected Party shall
     promptly  notify the other  Party in writing of such  cessation  and resume
     performance of its obligations under this Agreement.


<PAGE>


7.4  The  affected  Party shall use all  reasonable  endeavours  to mitigate the
     effect of each event of Force Majeure.

7.5  If, [thirty (30)] days after the date of notification under Clause 7.2, the
     event of  Force  Majeure  persists,  the  unaffected  Party  may  forthwith
     terminate  this  Agreement  by service of notice in writing on the affected
     Party.


10.  SUSPENSION OF SERVICES

8.1  ALIA may suspend  forthwith the provision of its respective  Services until
     further notice (i) if ALIA has a right to terminate this Agreement pursuant
     to  Clause  9; or (ii) if ALIA  needs to carry  out  planned  works  (e.g.,
     preventative  maintenance)  or emergency  works  (including  Force  Majeure
     events);  or  (iii)  if ALIA  is  required  to  comply  with a  government,
     administrative  or judicial order,  decision or other such requirement that
     would prevent ALIA from  providing  the Services;  or (iv) where the use of
     the Services,  in the reasonable  opinion of ALIA,  adversely affect, or is
     likely to  adversely  affect,  ALIA's  facilities  or  service to its other
     customers.

8.2  In the event that ALIA  exercises its right to suspend the provision of its
     Services  to LETH it  shall  provide  advance  notice  to LETH  where it is
     reasonably  practicable  to  do,  failing  which,  as  soon  as  reasonably
     practicable following suspension.

8.3  In the event that ALIA  suspends the  provision of the Services to LETH for
     emergency  technical reasons,  ALIA shall employ its best efforts to repair
     or resolve said condition as expeditiously as possible.

8.4  ALIA shall not be liable for any loss, damage or inconvenience  suffered by
     LETH as a result of any  suspension  made pursuant to this Clause,  save in
     the case of gross negligence or intentional misconduct.


11.      TERMINATION

9.1  Either Party may  terminate  forthwith  this  Agreement by giving notice in
     writing:

     9.1.1     if the other Party fails to pay any undisputed sums arising under
               this Agreement as they fall due;

     9.1.2     if the other Party  commits a material  breach of this  Agreement
               and (if the  breach is  capable  of  remedy)  fails to remedy the
               breach within thirty (30) days after receipt of written notice by
               the other requesting it to do so;


<PAGE>


     9.1.3     if the other Party makes an arrangement  or composition  with its
               creditors  generally  or  makes  an  application  to a  court  of
               competent   jurisdiction   for  protection   from  its  creditors
               generally or a  resolution  is passed by it for its winding up, a
               court of competent jurisdiction makes an order for its winding-up
               or dissolution, an administration order is made in relation to it
               or a receiver or  administrative  receiver is appointed over or a
               person  legally  appointed to do so takes  possession of or sells
               any of its assets or its undergoes any analogous insolvency event
               under the laws of its country of incorporation;

     9.1.5     in accordance with Clause 7 ("Force Majeure");

     9.1.6     Upon the  giving  of three  calendar  months  notice  in  writing
               pursuant to Clause 3.


12.      CONSEQUENCES OF TERMINATION

10.1 Upon the  termination  of this  Agreement,  each Party shall  refund to the
     other a fair and  equitable  proportion  of those sums,  if any, paid under
     this  Agreement  which are  periodic  in nature and which have been paid in
     respect of a period which extends beyond the date of termination.

10.2 Upon termination of this Agreement,  each Party shall, upon request, return
     to the other all copies of any Confidential Information of the other Party,
     which is in its possession.

10.3 Upon any termination or expiry of this Agreement,  the Parties shall ensure
     that  each  other or their  respective  agents  have  prompt  access to any
     relevant site to remove equipment and that all necessary  consents to do so
     are obtained.

10.4 The terms and  provisions  contained in this Agreement that by their nature
     and context are intended to survive the performance  thereof by the Parties
     shall so survive the  completion of  performance  and  termination  of this
     Agreement,  including,  without limitation,  provisions for indemnification
     and the making of any and all payments due hereunder.


13.  CONFIDENTIALITY

11.1 The obligation of confidentiality under this Clause 11 shall remain for the
     whole  duration  of this  Agreement  and for two (2)  years  following  its
     termination or expiry.

11.2 The Parties hereto agree to disclose and provide to each other Confidential
     Information.


<PAGE>


11.3 The Parties  acknowledge that the  Confidential  Information is a valuable,
     special and unique asset  belonging to the  disclosing  Party.  The Parties
     agree  that  they  will  not  during  or after  the term of this  Agreement
     disclose  the  Confidential  Information  of the other Party to any person,
     firm,  corporation,  association  or any  other  entity  for any  reason or
     purpose  whatsoever  without the prior  written  consent of the  disclosing
     Party.

11.4 Notwithstanding   the  foregoing,   the  Parties  agree  that  Confidential
     Information  may be disclosed to their  professional  advisors,  agents and
     consultants   (collectively   "Representatives"),    provided   that   such
     Representatives sign an undertaking relating to confidentiality on the same
     terms as contained  herein.  The Parties  further agree that they shall not
     use, employ, exploit or in any other manner whatsoever use the Confidential
     Information  disclosed by the other Party for any purpose,  other than that
     required for the performance of this  Agreement,  without the prior written
     consent  of the  disclosing  Party,  including,  but not  limited  to,  for
     purposes of competing in any way with the other Party.

11.5 The Parties agree that they shall protect the  Confidential  Information of
     the other  Party  using not less than the same  standard of care each Party
     applies to its own proprietary, secret or Confidential Information and that
     the Confidential  Information  shall be stored and handled in such a way as
     to prevent unauthorised disclosure.

11.6 The  disclosing  Party may  request in writing at any time that any written
     Confidential  Information disclosed pursuant to the terms of this Agreement
     and any copies  thereof be returned with a written  statement to the effect
     that upon such return it has not  knowingly  retained in its  possession or
     under  its  control,  either  directly  or  indirectly,   any  Confidential
     Information or copies thereof and the receiving Party shall comply with any
     such request within seven (7) days of receipt of such request.

11.7 The  obligation   pursuant  to  this  Agreement  shall  not  apply  to  any
     information that:

     11.7.1    is in possession of the receiving Party prior to receipt from the
               disclosing Party;

     11.7.2    is or becomes publicly known,  otherwise than as a consequence of
               a breach of this Agreement;

     11.7.3    is developed independently by the receiving Party;

     11.7.4    is disclosed by the receiving  Party to satisfy a legal demand by
               a  competent  court  of law  or  governmental  body  ("Government
               Authorities"),  provided however that in these  circumstances the
               receiving  Party  shall  advise  the  disclosing  Party  prior to
               disclosure so that the  disclosing  Party has an  opportunity  to


<PAGE>


               defend limit or protect  against such  production  or  disclosure
               provided further that the receiving Party will disclose only that
               portion of the Confidential Information which is legally required
               to be  disclosed  and  the  receiving  Party  will  exercise  its
               reasonable efforts to obtain a protective order or other reliable
               assurance  from such  Government  Authorities  that  confidential
               treatment  will  be  accorded  to  any  Confidential  Information
               required to be disclosed;

     11.7.5    is  disclosed  (with the prior  consent  of  either  Party,  such
               consent not to be  unreasonably  withheld)  to obtain or maintain
               any  listing on a Stock  Exchange,  or to a lender or investor or
               prospective  lender or investor in connection  with the financing
               of the disclosing Party's business or the sale of its business;

     11.7.6    is disclosed to a third party  pursuant to written  authorisation
               from the disclosing Party;

     11.7.7    is received from a third party pursuant to written  authorisation
               from the disclosing Party;

     11.7.8    is  expressly   identified  by  the  disclosing  Party  as  being
               non-confidential.

11.8 The  Parties  further  agree  that  any  press  release,  advertisement  or
     publication  ("Press  Releases")   generated  by  a  Party  regarding  this
     Agreement,  the Service  provided  hereunder or in which a Party desires to
     mention the name of the other Party or the other Party's  Affiliate(s) will
     be submitted to the non-publishing  Party for its written approval prior to
     publication, save when such Press Releases are necessary to comply with the
     rule,  regulation  or  request  of any  governmental  or  other  regulatory
     authority or agency regarding it and/or a parent or Affiliate(s).


14.  INTELLECTUAL PROPERTY RIGHTS

     12.1.1    Dr CA McCormack  (McCormack) has developed a proprietary  system,
               the  Biosphere   Process(TM)   System   (hereafter   "System"  or
               "Systems"),  all  components  thereof  and  associated  know  how
               developed  prior to this  Agreement  or during  the course of the
               undertakings  called for in this  Agreement,  which McCormack has
               assigned to Life Energy &  Technology  Holdings  for  purposes of
               commercial marketing,  manufacturing and development. Life Energy
               & Technology  Holdings  enjoys an  assignment  from  McCormack to
               commercially  market,  manufacture  and develop the System.  This
               Agreement is subject to approval by  McCormack in his  individual
               capacity  and the boards of  directors  of both ALIA and LETH and
               effectuated  only  upon the  execution  of the  appendices.  This
               Agreement  may be modified  from time to time in whole or in part
               by mutual consent in writing by all Parties.


<PAGE>


     12.1.2    ALIA  acknowledges,  accepts and will  maintain  exclusively  for
               McCormack  any redesigns or plans as developed by ALIA or by LETH
               which  redesigns  and  plans are  deemed to the sole  proprietary
               property of McCormack.

     12.1.3    ALIA will  negotiate  and work with  component  and  subcomponent
               manufacturers,   material  men  and  other  vendors  to  maintain
               competitive pricing and quality control in the manufacture of the
               Systems.

12.2 ALIA shall consign, transport and deliver Systems as directed by LETH.

     12.2.1    ALIA  shall  undertake  the  training  of all  persons  for those
               purposes and in the manner directed by LETH or McCormack.

     12.2.2    ALIA shall  offer a  continuous  service,  support &  maintenance
               contract for Systems to those persons  utilizing the Systems upon
               terms and  conditions to be agreed between ALIA and LETH relative
               to each System.

     12.2.3    ALIA shall provide a  manufacturers  warranty in accordance  with
               those terms and conditions set forth by LETH.

     12.2.4    ALIA and LETH hereby acknowledge and declare that all information
               relevant  to the  Systems  which  was  developed  by any Party is
               deemed  to  have  arisen  out  of  and  pursuant  to  the  use of
               proprietary information developed by McCormack.  Accordingly, any
               Confidential  Information which has been developed by either LETH
               or ALIA during the course of the undertakings  called for in this
               Agreement, including by way of illustration only such information
               resulting  from Systems use,  redesign in response to information
               derived  from  Systems  use,  non-empirically  based  redesign or
               improvements in design,  manufacture,  installation or operation,
               inures to and is exclusively the property of McCormack.

     12.2.5    Each Party accepts and agrees that the principal point of contact
               for LETH is LETH's  President & Chief Executive  Officer,  Dr. CA
               McCormack. All contact,  discussions or negotiations between ALIA
               and LETH  will be with Dr. CA  McCormack  or with  those  persons
               authorized  by Dr. CA  McCormack  in writing.  All  contact  with
               McCormack in his  individual  capacity shall be with McCormack or
               persons  designated by McCormack in writing as representatives of
               McCormack.



<PAGE>


     12.2.6    ALIA shall have a  non-exclusive  right to solicit  customers and
               resulting Purchase Orders for construction of Systems.  The terms
               and  conditions  of such  Purchase  Orders  shall  be  negotiated
               between the Parties with respect to each such Purchase Order.

     12.2.7    When requested by LETH or McCormack, ALIA shall provide copies of
               all  documents  relating  to  the  services  performed  by  ALIA,
               including bids, test results,  laboratory  analyses,  plans, blue
               prints,  designs,  drawings or any other  information  related to
               manufacture  of the  Systems  and ALIA shall  maintain a complete
               documentary  record of any and all  undertakings  performed under
               this  Agreement.  ALIA shall maintain true and correct records in
               connection  with  each  service  performed  and all  undertakings
               related thereto and shall retain all such records for twenty-four
               (24) months after the end of the calendar  year in which the last
               service or undertaking  pursuant to this Agreement was performed.
               LETH or McCormack  may, at any time,  at their  expense audit all
               records of ALIA  connected  to costs and  expenses for which LETH
               was  invoiced.  The right of audit by LETH or McCormack  shall be
               good for two years after the termination of this  Agreement.  Any
               error or discrepancy  disclosed as the result of such audit shall
               be  promptly  corrected  and any  monies  due any Party  shall be
               promptly paid by the obliged Party.

     12.2.8    ALIA shall use its best efforts to provide services, which do not
               infringe on any valid patent or proprietary technology or involve
               the use of any  confidential  information that is the property of
               others  unless ALIA is licensed or otherwise has the right to use
               and dispose of the patent or proprietary information.  ALIA shall
               also use its best  efforts  to inform  McCormack  and LETH of any
               patent  infringement that occur or may be reasonably  expected to
               result from the use of ALIA's services.


15.  ASSIGNMENT

13.1 This  Agreement is personal to the Parties  hereto and neither  Party shall
     without the prior consent in writing of the other Party  assign,  charge or
     otherwise  deal with the whole or any part of this  Agreement or its rights
     or  obligations   hereunder   provided  that  such  consent  shall  not  be
     unreasonably withheld or delayed.

13.2 Notwithstanding  Clause 13.1,  either  Party may assign upon giving  thirty
     (30) days written notice to the other its rights and obligations  hereunder
     to an Affiliate  without the other Party's  consent,  subject to such Party
     guaranteeing  the performance by such Affiliates of the financial and other
     contractual obligations set forth in this Agreement.

13.3 Neither Party shall make an assignment  under this Clause 13, unless it has
     ensured that the  assignee is  competent or otherwise  qualified to provide
     the services herein under.


<PAGE>


13.4 ALIA enjoys the right to employ  sub-contractors or agents for the purposes
     of providing  the  Services,  provided that ALIA shall remain liable at all
     times for the performance of its obligations hereunder.

13.5 This  Agreement  is from  Life  Energy &  Technology  Holdings  to ALIA its
     owners, subsidiaries, affiliates, successors and or assigns.

13.6 LETH and ALIA acknowledge  that Dr. CA McCormack  (MCCORMACK) has developed
     and owns a proprietary system, the Biosphere Process(TM) System, the design
     and all components  thereof and associated  know how developed prior to the
     execution of this  agreement or during the course of the  operation of this
     agreement which MCCORMACK has assigned to Life Energy & Technology Holdings
     for  purposes  of  commercial  marketing,   manufacturing  and  development
     (hereafter  "System" or "Systems").  The Parties  further  acknowledge  and
     declare that MCCORMACK is a third party beneficiary to this Agreement.

13.7 LETH  hereby  permits  ALIA  and  ALIA  hereby   acknowledges  all  of  the
     obligations  of this  agreement by which ALIA is allowed to use such design
     and   production   technology   and   documentation   for  the  purpose  of
     manufacturing  Systems.  The Parties agree that this  agreement is given by
     LETH to ALIA solely and only for the purpose of manufacturing  and that all
     plans,  designs,  and  engineering,  and any  developments,  modifications,
     alterations,  enhancements and/or  improvements  arising there from are and
     shall  remain at all times the sole  property  of  MCCORMACK  and that LETH
     shall  retain  all  other  rights  to the  System  in  accordance  with the
     assignment it enjoys from MCCORMACK.


16.  NOTICES

14.1 Any notice or communication required to be given hereunder must be given in
     writing  sent by  recorded  delivery  in Ireland  (or  equivalent  in other
     countries) or by facsimile (with a confirmation  sent forthwith by recorded
     delivery) to

in the case of LETH, to:

                  St Helena's Terrace, Dundalk Ireland
                  Phone:       (353) 42 932 0431
                  Facsimile:   (353) 42 932 0430


in the case of ALIA, to:

                  Alia Holdings, Building 1,
                  Maly Kozikhinsky,
                  Pereulok,
                  Mocow 103001,Russia
                  Phone:         (00709) 59672203
                  Facsimile:     (00709) 52003059

14.2 Any notice,  invoice or communication  shall be deemed to have been validly
     and duly given or served:


<PAGE>


     14.2.1    If sent by facsimile transmission at the time of its transmission
               if during Working Hours or if not at the  commencement of Working
               Hours on the following Working Day and in proving transmission it
               shall  be  sufficient  to  show  a  facsimile  confirmation  note
               confirming  the  number of pages  transmitted  and the  facsimile
               number or station ID of the recipient;

     14.2.2    If delivered by hand at the time of its being delivered or;

     14.2.3    if  dispatched  by pre-paid  post seven (7) days from the date of
               posting (by Air Mail if available).

14.3 Either Party may amend its address and facsimile number specified in Clause
     14.1 by notice to the other Party.


17.  WARRANTIES

15.1 Each  Party  LETH  and  ALIA.,  represents  and  warrants  that  it is duly
     empowered  to enter  into this  Agreement  on its own  behalf as well as on
     behalf  of its  Affiliates,  and to bind such  Affiliates  to the terms and
     conditions of this Agreement.


18.  MISCELLANEOUS

16.1 Without  prejudice  to Clause 4.7,  failure by either  Party at any time to
     enforce any of the provisions of this Agreement  shall neither be construed
     as a waiver of any rights or remedies  hereunder  nor in any way affect the
     validity of this  Agreement or any part of it, and no waiver of a breach of
     this Agreement shall constitute a waiver of any subsequent breach, and such
     waiver shall be effective only if given in writing.

16.2 Any  part of  this  Agreement  which  is or  becomes  illegal,  invalid  or
     unenforceable shall be severed here from and shall not affect or impair the
     remaining parts hereof, such parts shall remain in full force and effect.

16.3 If further lawful  performance of this Agreement or any part of it shall be
     made  impossible  by the  final  judgement  or final  order of any court of
     competent   jurisdiction,   commission  or  government  agency  or  similar
     authority  having   jurisdiction  over  either  Party,  the  Parties  shall
     forthwith use their best  endeavours to agree  amendments to this Agreement
     so as to comply with such judgement or order.

16.4 No variation,  modification or addition to or cancellation of any provision
     of this  Agreement  shall be effective  unless  agreed in writing by a duly
     authorised representative of each of the Parties.

16.5 Nothing herein shall be deemed to constitute a partnership or joint venture
     between the Parties or to  constitute  one Party the agent of the other for
     any purpose whatsoever.


<PAGE>


16.6 This  Agreement  has been made and is made  solely  for the  benefit of the
     Parties,  their Affiliates,  and their respective  successors and permitted
     assignees.   Nothing  in  this   Agreement   is   intended  to  confer  any
     rights/remedies under or by reason of this Agreement on any third party.

16.7 Each  Party  shall  promptly  supply  to the  other  such  information  and
     assistance  which the other may reasonably  request to enable it to perform
     its obligations under this Agreement.

16.8 This  Agreement   including  the  Schedules  hereto  represent  the  entire
     agreement and understanding  between the Parties in relation to the subject
     matter hereof and supersedes all other agreements and representations  made
     by either Party, whether oral or written.

16.9 This Agreement may be executed in several counterparts, each of which shall
     constitute an original,  but all of which shall constitute one and the same
     instrument.


19.  GOVERNING LAW AND DISPUTE RESOLUTION

17.1 This  Agreement  shall be governed by and construed in accordance  with the
     Laws of Ireland.

17.2 Where any dispute (other than an invoice  dispute which shall be determined
     in accordance with the provisions of Schedule 3) arises between the Parties
     in connection  with or in consequence of the terms of this  Agreement,  the
     Parties  shall  immediately  enter into bona fide  discussions  and use all
     reasonable endeavours to resolve such dispute amicably.

17.3 If the Parties fail to resolve any dispute under Clause 17.2 within fifteen
     (15) days of the first  notification  of such a dispute by either  Party to
     the other, the matter shall be submitted to the non-exclusive  jurisdiction
     of the Courts of Ireland.

As WITNESS the hands of the Parties (or their duly  authorised  representatives)
the day and year first about written:

ACCEPTED AND AGREED for and on behalf of ALIA


(signed) /s/Nickoli Sergof
------------------------------------
(name) Nickoli Sergof
(position) Chairman

ACCEPTED AND AGREED for and on behalf of LETH

(signed)/s/Dr CA McCormack
(name) Dr CA McCormack
(position) Chief Executive_________________________________


<PAGE>


20.  SCHEDULE 1


                                  Plans and for
                Biosphere Process Systems(TM) Demonstration Unit.


Both parties  acknowledge that the Plans and for Biosphere  Process  Systems(TM)
Demonstration  Unit are contained in the set of CD Computer Discs marked as Disc
1 through 4, given to Alia on the date of  signature  of this  contract and that
Alia  will  not  save as part of the  manufacturing  process  copy or  otherwise
reproduce these discs or the designs thereon.




(end)

(rest of page left intentionally blank)


<PAGE>



21.  SCHEDULE 2


                      EU Environmental permit requirements

Both  parties  agree  that the  Biosphere  Process  Systems  and sub  assemblies
produced for LETH must be capable of meeting the following  Environmental Permit
Requirements.

     1 : EPA Integrated  Pollution Control Licensing - Batneec Guidance Note for
     the Waste Sector (Revision 1 - May 1996).

     2 : Council  Directive of 8 June 1989 on the  prevention  of air  pollution
     from new municipal waste incineration plants (89/369/EEC).

     3 : Common  position  (ec) no 7/2000  adopted by the Council on 25 November
     1999  with  a view  to  adopting  Directive  2000/.../EC  of  the  European
     Parliament and of the Council of... on the  incineration of waste - (2000/C
     25/02).




(end)

(rest of page left intentionally blank)


<PAGE>



22.  SCHEDULE 3


                        "SLA" ("Service Level Agreement")
                               Specifications for
                  Biosphere Process Systems(TM) subassemblies.


Both parties  acknowledge that the Plans and for Biosphere  Process  Systems(TM)
subassemblies  are  contained  in the set of CD Computer  Discs marked as Disc 1
through 9, given to Alia on the date of signature of this contract and that Alia
will not save as part of the manufacturing  process copy or otherwise  reproduce
these discs or the designs thereon.


(end)

(rest of page left intentionally blank)


<PAGE>



23.  SCHEDULE 4


                     Schedule of payments from LETH to ALIA


     *    USD  $7,000,000   payable  upon  delivery  of  the  Biosphere  Process
          System(TM)to take place on or before December 1st 2000

     *    USD  $2,000,000  payable upon  successful  commissioning  on or before
          March 12th 2001,

     *    Bonus  payment  of USD  $500,000  payable  only if the unit  passes EU
          Environmental  permit  requirements as detailed in schedule 2 appended
          hereto, on or before March 12th 2001.

     *    USD $1,000,000 per subassembly payable on order.

     *    USD  $3,500,000   balance  per  fully  assembled   Biosphere   Process
          System(TM) delivered to site and commissioned to LETH requirements.



(end)



(rest of page left intentionally blank)



<PAGE>




                                   SCHEDULE E
                                 Number 3333446
                          Certificate of Incorporation

I hereby certify that
LIFE ENERGY TECHNOLOGY HOLDINGS LIMTED

Is this day incorporated under The Companies Acts 1963 to 1999 And that this
company is limited


Given under my hand at Dublin this

Tuesday, the 3rd day of October, 2000


/s/Signature ineligible
For Registrar of Companies



<PAGE>


Particulars of Directors (Including shadow directors)

Names and  particulars  of the persons who are to be the first  directors of the
company


Surname Note one    McCormack         Forename Note one   Christopher Alphonsus
Former Surname                        Former Forename
Business Occupation   Consultant      Nationality     Irish
Home Address Note One   Saint Augustine, Offington Avenue Sutton Dublin 13

Other Directors Note two              Registered at Note Three    Company Number
Life Energy Corporation Limited            Dublin                     323638

I herby consent to act as director of the
aforementioned company                               X Irish resident Note Four

Signature                              Date
/s/Dr. CA McCormack                    September 11, 20000


Surname Note one    Reynolds           Forename Note one   Albert
Former Surname                         Former Forename
Business Occupation   Business Man     Nationality     Irish
Home Address Note One   18 Ailabury Road, Dublin 2

Other Directors Note two            Registered at Note Three    Company Number
Blairton Limited                            Dublin                CN 228468
McDonagh Boland Group Limited               Dublin                CN 046806
J Smurfit Group PLC                         Dublin                CN 008610
Asia Pacific Resources PTE Investments Ltd  Singapore
Bula Resources PLC Holdings                                       CN990

I herby consent to act as director of the
aforementioned company                               X Irish resident Note Four

Signature                              Date
/s/Albert Reynolds                     September 11, 20000

Signed by or on behalf of the subscribers to the
Memorandum

Signature                   Subscriber                             Agent


<PAGE>



Companies capital duty statement

Class Specify              number value of       No. of shares     No. of shares
Ordinary or Preference     Such shares class     authorized        being offered

ordinary                     (euro)1.00            1 million          2

Consideration for such shares                  Total Number
(euro)1.00  Cash

I the undersigned Name in Block Letters
Christopher Alphonsue McCormack

Furnish these particular as DESCRIBED
Directors

Signature /s/ Christopher Alphonsue McCormack





<PAGE>



Date  11 September 2000

Description of compliance and Section 42 (2) Declaration

Name  Christopher Alphonsus McCormack
Of Home Address Saint Augustine, Offington Avenue Sutton Dublin 13

Do Solemnly and sincerely declare that I am Note Five

A person named as (X) Director  (  ) a secretary of the Company or
( ) a solicitor in the formation of the company

And that all the  requirements  of the Companies Acts 1993 to 1999 in respect of
the  registration  of the said company and of matters  precedent and  incidental
thereto have been complied with

I further declare that the purpose, or one of the purposes for which the company
is being  formed is the  carrying on by it of any activity in the State Note Six

And that it appears to me that either Note Seven

(a)  the  activity  can  be   classified   in   accordance   with  the  relevant
     classification system Note Eight as follows 21-15

         And that the general nature of the activity is

         Investment Holding Company

Or   (b) that the activity  can be  classified  bust is  precisely  described as
     follows:

         Investment Holding Company

I further  declare that the place or places in the State where it is proposed to
carry on the activity is/are

         Finnbair Estates, Technology City Dundalk Co Louth

And that the  place  where  the  contract  administration  of the  company  will
normally be carried on will be:

         Finnbair Estates,  Technology City Dundalk Co Louth

And I make this solemn declaration  Declared before me by Consciously  believing
the same to be true And by virtue of the Statutory Act

         Signature of Declarant         /s/Christopher Alphonsus McCormack
                                            Wells and O'Carroll
                                            Who is personally known to me at
In the Presence of

Signature /s/Patrick Callahan
          Practicing solicitor

Name Block Letters

Patrick Callahan                            11 day of September 2000


<PAGE>


                  COMPANIES REGISTRATION OFFICE

Statement of first secretary and
the directors and situation of registered office
Section 3, Companies (amended) Act 1862

Declaration of compliance and declaration that
The purpose or one of the purposes for which the
Company is being formed is the carrying on by it
Of an activity in the State
Section 5, Companies (amended) Act 1983 and
Section 42 (2) Companies (Amended) (No 2) Act
1999                                                     Company Number 3333446

Companies' capital duty statement
Section 117, Stamp Duties Consolidation Act, 1999

Company name in Full
Life Energy Technology Holdings Limited                  Registered 03 Oct 2000


Address of registered office

Life Energy Group Finnibair Estate Technology City Dudalk Co Louth

If the memorandum is delivered by an agent for the     Agent's name (ineligible)
Subscribers of the memorandum make "x" in the box      Agent's address
And insert the agent's name                            Law Society of Ireland
                                                       Blackhall Place
                                                       Dublin 7

Particulars of secretary
Name and particulars of person(s) who is or
Act to be secretary or joint secretaries

Surname Note one     McCormack        Forename Note one   Christopher Alphonsus
Former Surname                        Former Forename
Business Occupation  Consultant       Nationality     Irish
Home Address Note One   Saint Augustine, Offington Avenue Sutton Dublin 13

I hereby consent to act as secretary of the aforementioned company

Signature                                  Date

/s/Dr. C.A. McCormack                      11th September 2000

Presenters Name                            Address
                                           Law Society of Ireland
                                           Blackhall Place
                                           Dublin 7
Telephone Number                           Reference  28236


<PAGE>



                                   SCHEDULE F
                          Offices and Directors Resume

ALBERT REYNOLDS,  CHAIRMAN OF THE BOARD OF DIRECTORS.  Mr. Reyonlds, is a former
Prime  Minister of Ireland  and also  serves as  Chairman of Life.  Apart from a
prestigious  political  career,  Mr.  Reynolds brings to Life and Registrant his
extensive business experience and international recognition.

DR.  CHRISTOPHER A. MCCORMACK,  B.Sc., Ph. D.,  N.I.H.C.,  M. PS, M. ARVO, F.F.,
Ful. S. will serve both as a Director and Chief Executive Officer of Registrant.
Dr McCormack also serves as the Chief  Executive  Officer of Maxol & CB Biofuels
and the inventor of the DiGenter'TM' process for BioEthanol'TM'  production from
biomass. He is also Managing Director of McCormack  Consultants Dublin, a Dublin
based  practice which  specializes  as a consultant in various areas  including,
telecommunications,   pharmaceuticals,  textiles,  fuels,  transport  logistics,
strategic  planning and corporate  structuring.  Educated at University  College
Dublin, Dr. McCormack holds both B.Sc.(1st.  Hon's), and a Ph.D., awarded by the
National  University  of  Ireland  and  an  N.I.H.C.  awarded  by  the  National
Institutes  of Health at  Bethesda  Maryland.  In  addition  to being an elected
member of both the  Physiological  Society and the  Association  for Research in
Vision and  Ophthalmology  Dr. McCormack is a distinguished  Fulbright Scholar a
Fogarty   Fellow  and  the  author  of  over  100   technical   and   scientific
contributions,  including  several  patents for the  production  of ethanol as a
green fuel alternative from biomass and waste materials.

SALIM GHAFARI,  a specialist in oil and gas  operations,  is a Director and also
serves as  Vice-President  for Middle  Eastern  Operations for Life. Mr. Ghafari
holds a Masters in Business Administration.

TODD F. WALKER. Mr. Walker is a Florida attorney and businessman. He is also the
founder and President of SIDI, a diversified holding company, which, among other
ventures,  owns Millennium  Licensing  Company,  owner of the U.S.  "MILLENNIUM"
trademark for the beverage industry;  International  Spirits Corporation,  Tampa
Hotel  Development  Group and Mad Dogs and Englishmen  Restaurant.  From 1985 to
1987, Mr. Walker served as a tax attorney for Arthur  Andersen & Co.. Mr. Walker
graduated Tulane University in 1981 and received his Juris Doctorate and Masters
of Business Administration in 1985.

ANTHONY J. LIBERATORE, a co-founder of Health-Pak, Inc., a New York corporation,
("Health") The Company's wholly owned subsidiary, has served as President, Chief
Executive  Officer and Chairman of the Board of  directors of the Company  since
April 30, 1991. He has held the same  positions  with Health since its formation
in April 1985. From May 1980 until  formation of Health in 1985, Mr.  Liberatore
was employed as a senior  procurement  specialist  by the Utica,  New York based
North American Division of International  Computers Ltd., a British corporation.


<PAGE>


From  1970  until  1980,  mr.  Liberatore  was  general  manager  of  Disposable
Profiles/Spartan Healthcare Inc.("Disposable"), also based in Utica, New York, a
wholly-owned  subsidiary of the Palm Beach Company of  Cincinnati,  Ohio,  which
manufactured and marketed nonwoven  disposable  products for the medical market.
In his capacity as general  manager of Disposable,  Mr.  Liberatore  among other
responsibilities,  was charged with the development of that company's sterilized
product line.

MICHAEL A. LIBERATORE has been Vice  President-Marketing,  Assistant  Secretary,
Treasurer and a Director of the Company and Health,  the Company's  wholly owned
subsidiary,  since April 30,  1991.  Prior  thereto he served as  Secretary  and
Assistant Treasurer of Health from January 1990, having originally joined Health
in May 1987 as its  director  of Sales and  Marketing.  From 1986 until  joining
Health, Mr. Liberatore was employed as an assistant store manager by the Chicago
Market, a department store chain. Mr.  Liberatore is a graduate of Mohawk Valley
community College having received his Associates degree in Individual studies in
1986.

WILLIAM F. MEOLA has been a Director of the Company since April 30, 1991 and has
served as a Director of Health, the Company's wholly owned subsidiary, since May
1987.  Since  March,   1993,  Mr.  Meola  has  been  employed  as  a  registered
representative  with the Albany Savings Bank,  Utica,  new York.  From September
1988 until March 1993, Mr. Meola was a  self-employed  financial  consultant and
also sales manager and a registered representative with the Prudential Insurance
Company.  From January to September 1988, Mr. Meola was employed as an Assistant
Vice President and District  Manager of the Dime Savings Bank of New York.  From
August 1982 until shortly  before joining the Dime Savings Bank of New York, Mr.
Meola was employed as Vice  President of the SBU  Insurance  Agency of Utica New
York.  Prior  thereto,  from 1973 until 1982,  Mr. Meola held various  positions
within the insurance and financial planning  industry,  owning and operating his
own insurance  agency from 1980 until its sale in 1982.  Mr. Meola is a graduate
of Utica College of Syracuse University, having received his Bachelor of Science
Degree in Biology.


<PAGE>


                                   SCHEDULE G
                                   Patents etc

                                  Nothing added










<PAGE>


                                   SCHEDULE H
                                  Bank Accounts


Life Energy Technology Holdings Limited

Name of Bank    Ulster Bank Limited
Address         Baggot Street
                Dublin 2
                Ireland
                Tel  6615699
                Fax 6615472









<PAGE>


                                   SCHEDULE I
                                Insurance Policy
                                  Nothing added









<PAGE>


                                   SCHEDULE J
                       Compensation Plans, Agents, Brokers


1.   Ator's Consulting 30,000 Shares of Health-Pak

2.   Richard Corline & Trevor Langley at Millennium  Consulting 50,000 shares of
     Health Pak

3.   Andreas Tobler Technology Brain Source 75,000 shares of Health Pak








<PAGE>



                                   SCHEDULE K
                              Environmental Matters
                                  Nothing Added








<PAGE>


                                   SCHEDULE L

     Bills to be paid at closing by Life Energy Technology Holdings Limited



Zeller Weiss & Khan             $ 50,000.00
B Freitag                       $ 59,000.00
Rosenbaum & Co                  $  3,440.30
Depository Trust Company        $  4,661.00
Business Wire                   $    612.42






<PAGE>


                                   SCHEDULE M

                              ACQUISITION AGREEMENT

AGREEMENT, made this 3rd day of November, 2000 by and between:

ANTHONY  LIBERATORE,  having an address  at 2005  Beechgrove,  Utica,  New York,
hereinafter referred to as "Liberatore"; and

HEALTH-PAK,  INC., a Delaware  corporation  with its offices at 2005 Beechgrove,
Utica, New York, hereinafter referred to as "HPI";

LIFE ENERGY TECHNOLOGY HOLDING COMPANY,  LTD., a corporation organized under the
laws of the  Republic of Ireland with its office  address at  Finnabair  Science
Park, Technology City, Dundaulk, Co. Louth, Ireland.  hereinafter referred to as
"Life.";

who are collectively referred to herein as the "parties."


                               W I T N E S S E T H

WHEREAS,  Life has entered into an Agreement and Plan or Reorganization with HPI
dated  November  3rd,  2000,  pursuant to which Life shall become a wholly owned
subsidiary of HPI (the HPI Agreement"); and

WHEREAS,  Health-Pak,  Inc., a New York corporation  ("Health"),  is presently a
wholly owned subsidiary of HPI; and

WHEREAS,  Liberatore desires to acquire the parties desire to acquire all of the
capital  stock of  Health  (the  "Health  Shares")  from HPI upon the  terms and
conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. ACQUISITION OF THE HEALTH SHARES. The parties agree that  simultaneously with
the Closing of the HPI Agreement  Liberatore  shall acquire all of Health Shares
from HPI in  consideration  for that number of the shares of Common Stock of HPI
currently owned by Liberatore which,  after giving  consideration to the planned
reverse split of such common shares as contemplated  by the HPI Agreement,  will
leave  Liberatore  as the owner of  100,000,  post-reverse  split  shares of HPI
common stock (the "Residual Shares"). For purposes of this provision, the number
of HPI shares  owned by  Liberatore  shall also  include any and all such shares
owned by Elizabeth  Liberatore,  his wife, and Michael  Liberatore,  his son, it
being  understood and agreed that the ownership of the Residual  Shares shall be
as determined by Liberatore. The parties further understand and agree that

                                        1

<PAGE>


should any of the provisions of the HPI Agreement be changed or modified,  or if
the parties shall agree otherwise,  the number of Residual Shares may be changed
provided that in no event shall the Residual Shares be less than 100,000.

2. COMMITMENT TO PAY DEBTS. Anything contained herein or in the HPI Agreement to
the contrary  notwithstanding,  the parties agree that Liberatore  shall use his
best efforts  following  his  acquisition  of the Health Shares to either pay or
refinance all existing  obligations of Health which are either guaranteed by HPI
or which may otherwise result in any material, unsecured liability to HPI. As of
the date hereof, the parties understand and agree that such existing obligations
include the existing mortgage on the building owned by Health in Utica, New York
and  Health's  existing  obligation  to  Foothills  Capital  Corp.,  its  factor
(collectively,  the "HPI Guaranteed Obligations"). In addition, Liberatore shall
as soon as  practicable  following the Closing of the HPI  Agreement  effect the
sale of up to  50,000 of the  Residual  Shares  and  apply  all of the  proceeds
therefrom, net of any capital gains taxes that may be due in connection with the
sale  of  such  Residual  Shares,   to  the  reduction  of  the  HPI  Guaranteed
Obligations.  In the event that such  proceeds are not adequate to fully pay the
HPI Guaranteed  Obligations,  Liberatore shall use his best efforts to refinance
such  obligations  or otherwise  remove HPI from any  obligation  in  connection
therewith.  However,  the  parties  agree that in no event shall  Liberatore  be
obligated  to  commit  any more  than the net  proceeds  from the sale of 50,000
Residual Shares to the repayment of the HPI Guaranteed Obligations, it being the
intention of the parties that  Liberatore  shall have available for his personal
benefit not less than 50,000 Residual Shares.

3. CONTINUING LIEN. Liberatore agrees that to the extent that any HPI Guaranteed
Obligations  remain  unpaid  that he  shall  use his  best  efforts  as the sole
shareholder  of Health  to permit a  continuing  lien on the  building  owned by
Health in Utica,  New York,  which lien shall be  superior  to that of any other
party except for the present  Mortgagee,  until such time as all HPI  Guaranteed
Obligations have been fully satisfied and duly released of record.

4. MISCELLANEOUS.  PROVISIONS.  The following miscellaneous  provisions shall be
observed in this Agreement.

a.  COUNTERPARTS.  This Agreement may be executed  simultaneously in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

b. ENTIRE AGREEMENT.  This Agreement  constitutes the entire Agreement among the
parties  pertaining to the subject matter  hereof,  and supersedes all prior and
contemporaneous  agreements  and  understandings  of the  parties in  connection
herewith.   There   are   no   oral   promises,   conditions,   representations,
understandings,   interpretations   or  terms  of  any  kind  as  conditions  or
inducements to the execution of this Agreement.


                                        2
<PAGE>


c. FURTHER ASSURANCES.  At any time and from time to time after the date hereof,
each party will execute such additional  instruments and take such action as may
be  reasonably  requested  by the other party to carry out the  purposes of this
Agreement.

d. NOTICES. All notices and communications required or permitted hereunder shall
be  sufficient  if made in  writing  and shall be  deemed to have been  given if
delivered  in person or sent by postage  prepaid,  first  class,  registered  or
certified mail,  return receipt requested to the addresses first set forth above
or to such other or  additional  addresses as any party hereto shall  reasonably
designate with respect to itself from time to time.

e. GOVERNING  LAW. This Agreement  shall be governed by the laws of the State of
New York in the United  States  applicable  to contracts  entered into and to be
fully performed  therein without regard to the laws of conflicts of the State of
New York.

f.  AMENDMENT.  This  Agreement  or any  provision  hereof,  may not be changed,
waived,  terminated  or  discharged  except by means of a  written  supplemental
instrument  signed by the party against whom enforcement of the change,  waiver,
termination or discharge is sought.

g.  ASSIGNMENT.  This Agreement is personal to the Parties hereto and may not be
assigned, transferred to any other party or person. HEALTH-PAK, INC.


By: /s/ Anthony J. Liberatore
   -------------------------------------------------
   ANTHONY J. LIBERATORE, PRESIDENT

LIFE ENERGY TECHNOLOGY HOLDING COMPANY, LTD.


By: /s/ Dr. Christopher McCormack
   --------------------------------------------------
   DR. CHRISTOPHER MCCORMACK, CHIEF EXECUTIVE OFFICER

   /s/ Anthony Liberatore
   --------------------------------------------------
  ANTHONY LIBERATORE



<PAGE>



EXHIBIT A

Certificate of Incorporation of Life Energy Technology Holdings Limited

                                 Number 3333446
                          Certificate of Incorporation

I hereby certify that
LIFE ENERGY TECHNOLOGY HOLDINGS LIMTED

Is this day  incorporated  under The  Companies  Acts 1963 to 1999 And that this
company is limited


Given under my hand at Dublin this

Tuesday, the 3rd day of October, 2000


Signature ineligible
For Registrar of Companies


<PAGE>


EXHIBIT B

By-laws of Life Energy Technology Holdings Limited

         COMPANIES ACTS, 1963 T41999

         PRIVATE COMPANY LIMITED BY SHARES

         MEMORANDUM & ARTICLES OF ASSOCIATION




         LIFE ENERGY TECHNOLOGY HOLDINGS
         LIMITED













         Messrs. Wells & O'Carroll, Solicitors, Carrickmacross, Co. Monaghan.


<PAGE>


         (copy) Number 333446




         CERTIFICATE OF INCORPORATION





         I hereby certify that


         LIFE ENERGY TECHNOLOGY HOLDINGS LIMITED


         is this day incorporated under the Companies Acts, 1963 to 1499 and
that the Company is limited.



         Given under my hand at Dublin, this


         Tuesday, the 3rd October, 2000


<PAGE>


         COMPANIES ACTS, 1'963 TO 1999



         PRIVATE COMPANY LIMITED BY SHARES


         MEMORANDUM OF ASSOCIATION

         OF

         LIFE ENERGY TECHNOLOGY HOLDINGS LIMITED



<PAGE>


1. The name of the Company is LIFE ENERGY TECHNOLOGY HOLDINGS LIMITED

2. The objects for which the Company is established are;

     (1) (a) To carry on the  business  of an  investment  company  and for that
     purpose to acquire and hold either in the name of the Company or in that of
     any nominee,  shares,  stocks,  debentures;  debenture stock, bonds, notes,
     obligations  and  securities  issued or guaranteed by any company  wherever
     incorporated  or carrying  on business  and  debentures,  debenture  stock,
     bonds,  notes,  obligations  and  securities  issued or  guaranteed  by any
     government,  sovereign  ruler,  commissioners,  public,  body or authority,
     supreme, dependent, municipal, local or otherwise in any part of the world.

     (b) To acquire any such  shares,  stock,  debenture  stock,  bonds,  notes,
     obligation or other securities by original subscription,  contract, tender,
     purchase, exchange, underwriting, participation in syndicates or otherwise,
     and whether or not fully paid up, and to subscribe  for the same subject to
     such terms and conditions (if any) as may be thought fit.

     (c) To exercise and enforce all rights and powers  conferred by or incident
     to the ownership of any such shares, stock, obligations or other securities
     including  without  prejudice to the  generality  of the foregoing all such
     powers of veto or control as may be  conferred  by virtue of the holding by
     the Company of some  special;  proportion  of the issued or nominal  amount
     thereof  and to provide  managerial  and other  executive  supervisory  and
     consultant  services for or in relation to any company in which the Company
     is interested upon such terms as may be thought fit.

     (2) To carry on all or any of the following  businesses,  namely,  builders
     and  contractors,   decorators,  merchants,  engineers,  surveyors,  estate
     agents,  valuers,  auctioneers,   carriers,  shippers,  forwarding  agents,
     garagemen,   caterers,   licensed   publicans,   fuel  suppliers,   textile
     manufacturers  and dealers,  insurance  agents and  brokers,  entertainment
     caterers, farmers and generally to import, export, manufacture, make, grow,
     produce, repair, adapt for sale and prepare for market, goods and materials
     of every kind or otherwise  to carry on any business  which may seem to the
     Company  capable of being  conveniently  carried on in connection  with the
     above or any one of the  above or  calculated  directly  or  indirectly  to
     enhance  the  value  of or  render  more  profitable  any of the  Company's
     property or rights

     (3) To purchase,  take on lease or in exchange,  hire or otherwise  acquire
     and hold  real,  chattel  real and  personal  property  of all kinds and in
     particular lands, tenements and hereditaments of any tenure whether subject
     or not to any charge or Incumbrances.


<PAGE>


     (4) To hold, sell, let, alienate,  mortgage,  charge or otherwise deal with
     any of the  real and  personal  property,  assets  or  undertakings  of the
     Company or any part thereof for such consideration as the Company may think
     fit,  and  in  particular  (without  prejudice  to  the  generality  of the
     foregoing)  for  shares,  debentures  or  securities  of any other  company
     whether or not having objects altogether or in part similar to those of the
     Company.

     (5) To vest any real or personal property,  rights or interests acquired by
     or  belonging  to the  Company in any person or company on behalf of or for
     the benefit of the Company, and with or without any declared Trust in favor
     of the Company.

     (6) To  undertake  and execute  the office of  nominees  far the purpose of
     holding and dealing  with any real or personal  property or security of any
     kind for or on  behalf  of any,  government,  local  authority,  mortgagee,
     company,  person  or body to act as  nominee  or  agent  generally  for any
     purpose and either solely or jointly with another or others for any person,
     company,  corporation,  government, state or province, or for any municipal
     or other  authority.  or local body; to undertake and execute the office of
     trustee,  executor,  administrator,   registrar,  secretary,  committee  or
     attorney to undertake  the  management  of any business or  undertaking  or
     transaction,  and generally to undertake,  perform and fulfill any trust or
     agency business of any kind and any office of trust or confidence.

     (7) To construct,  erect,  enlarge,  alter and maintain buildings,  houses,
     flats,  shops and all other works,  erections and things of any description
     whatsoever  either  upon the lands  acquired  by the  Company or upon other
     lands  and to  hold,  retain  as  investments  or to sell,  let,  alienate,
     mortgage,  charge  or deal  with all or any of the same  and  generally  to
     alter, develop and improve the lands and other property of the Company.

     (8) To apply far, purchase, or by other means acquire and protect,  prolong
     and renew, any patents, patent rights, brevets d'invention, licenses. trade
     marks,  registered  designs,  protections  and  concessions or other rights
     which may appear likely to be advantageous or useful to the Company.

     (9) To pay all costs,  charges and  expenses  incurred or  sustained  in or
     about the promotion,  and establishment of the Company or which the company
     shall consider to be preliminary thereto and to issue shares as fully or in
     part paid up, and to pay out of the funds of the Company all  brokerage and
     charges incidental thereto.

     (10) To invest  and deal with the  monies of the  Company  not  immediately
     required in such manner as from time to time may be determined

     (11) To draw, make, accept, endorse, discount, negotiate and issue bills of
     exchange,  promissory  notes,  bills of  lading  and  other  negotiable  or
     transferable instruments.


<PAGE>


     (12) To borrow or raise or secure the  payment  of money in such  manner as
     the  Company  shall  think  fit,  and in  particular  to issue  debentures,
     debenture  stock,  bonds,  obligations and securities of all kinds,  either
     perpetual or terminable and either  redeemable or otherwise,  and to charge
     and secure the same by trust,  deed or otherwise on the  undertaking of the
     Company or upon any specific  property and rights,  present and future,  of
     the Company  (including if thought fit, its uncalled  capital) or otherwise
     howsoever.

     (13) To hold in trust as trustees or as nominees  and to deal with,  manage
     and  turn to  account  any  real or  personal  property  of any kind and in
     particular shares, stocks,  debentures,  securities,  policies, book debts,
     claims and chooses in action;  lands,  buildings,  hereditaments,  business
     concerns and undertakings, mortgages, charges, annuities, patents, licenses
     and any interest in real or personal  property and any claims  against such
     property or against any person or company,

     (14) To acquire  deal with,  manage  and turn to account  policies  of life
     assurance and any other real or personal property of any kind.

     (15) To  guarantee,  support or secure  whether by personal  covenant or by
     mortgaging  or charging  all or any part of the  undertaking,  property and
     assets (present and future) and uncalled  capital of the Company or by both
     such methods,  the  performance of the  obligations of and the repayment or
     payment of the principal amounts of and premiums, interest and dividends on
     any securities of any person,  firm or company,  and in particular (without
     prejudice  to the  generality  of the  foregoing)  give  (with  or  without
     consideration)  security for any debts,  obligations  or liabilities of any
     company  which is for the time being the  holding  company or a  subsidiary
     (both as defined by Section 155 of the Companies  Act, 1963) of the Company
     or other subsidiary as defined by the said Section of the Company's holding
     company or otherwise associated with the Company in business.

     (16) To lend and advance  money or give credit to such persons or companies
     and on such terms as may seem expedient.

     (17) To establish, promote and otherwise assist any company or companies or
     associations  for the purpose of acquiring all or any of the  properties or
     liabilities of this Company or for furthering the objects of the Company or
     for the  purpose  of  prosecuting  or  executing  any  undertaking,  works,
     projects or enterprises of any description.

     (18) To establish  agencies  and branches and appoint  agents and others to
     assist  in the  conduct  or  extension  of the  Company's  business  and to
     regulate and discontinue the same.

     (19)  To  farm;  constitute  or  promote,  or to  concur  in the  formation
     constitution  or  promotion  of Irish  or  foreign  companies,  syndicates,
     associations  and  undertakings of all kinds and to secure 'by indemnity or


<PAGE>


     otherwise  the  subscription  of all or any part of the capital of any such
     company,  syndicate,  association or undertaking and to pay any commission,
     brokerage  or other  remuneration  in  connection  therewith  and to employ
     experts to investigate and examine into the conditions,  proposals,  value,
     character and  circumstances of any business  concerns and undertakings and
     generally of any assets, property or rights.

     (20) To  constitute  any trusts with a view to the issue of  preferred  and
     deferred or other special stocks or securities based on or representing any
     shares,  stock and other assets specifically  appropriated for the purposes
     of any such  trust  and -to  settle  and  regulate  and if  thought  fit to
     undertake and execute any such trusts and to issue,  dispose of or hold any
     such preferred, deferred or other special stocks or securities.

     (21) To.  transact or carry on all or any kinds of agency  business  and in
     particular in relation to the investment of money, the sale of property and
     the collection and receipt of money.

     (22) To procure the Company to be  registered  or  recognised  in any place
     outside Ireland.

     (23) To do all or any of the matters hereby authorised in any place outside
     Ireland,  either alone or in  conjunction  with or as trustees or agent for
     any other  company  or person or by or through  any  factors,  trustees  or
     agents.

     (24) To  acquire  and  undertake  the  whole or any  part of the  business,
     goodwill and assets of any person, firm or company carrying on or proposing
     to carry on any of the businesses  which the Company is authorised to carry
     on and as part of the  consideration  far such acquisition to undertake all
     or any of the liabilities of such person, firm or company.

     (25) To enter  into arid  carry,  into  effect  any  arrangement  for joint
     working in business or for sharing of profits or for amalgamation  with any
     other company or association or any  partnership or person  carrying on any
     business or proposing  to carry on any  business  within the objects of the
     Company.

     (26) To  distribute in specie or otherwise as may be resolved any assets of
     the Company; among its members and in particular the shares,  debentures or
     other securities of any other company  belonging to the Company or of which
     the Company may have the power of disposal.

     (27) To enter into any  arrangement  with any  government or local or other
     authority: that may seem. conducive to the Company's objects or any of them
     and to obtain from any such government or authority any rights,  privileges
     and  concessions  which the  Company may think  desirable  to obtain and to
     carry out and to exercise and comply with the same.


<PAGE>


     (28) To provide for the welfare of persons in the  employment of or holding
     office under or formerly in the  employment of or holding  office under the
     Company.  or Directors or ex Directors of the Company and the wives, widows
     and families, dependants or connections of such persons by grants of money,
     pensions or other  payments and by forming and  contributing  to pension,,"
     provident or benefit funds or profit sharing or co-partnership  schemes for
     the  benefit of such  persons and to form  subscribe  to or  otherwise  aid
     charitable,   benevolent,   religious,   scientific,   national   or  other
     institutions  exhibitions,  or objects  which shall have any moral or other
     claims to support or aid by the  Company by reason of the  locality  of its
     operations or otherwise.

     (29) To  remunerate by cash payment or allotment of shares or securities of
     the Company  credited as fully paid up or  otherwise  any person or company
     for  service  rendered  or to be  rendered  to the  Company  whether in the
     conduct or management of its business,  or in placing or assisting to place
     or guaranteeing the placing of any of the shares of the Company's  capital,
     or any  debentures  or other  securities  of the Company or in or about the
     formation or promotion of the Company,

     (30) To make gifts or grant  bonuses to the  Directors or any other persons
     who are or have been in the employment of the Company including  substitute
     and alternate Directors.


     (31) To accept stock or shares in or debentures, mortgages or securities of
     any other  company in payment or part payment for any services  rendered or
     for any sales  made to or debt  owing from any such  company  whether  such
     shares shall be wholly or only partly paid up.

     (32) To do all such other things as the Company may consider  incidental or
     conducive to the attainment of the above objects or as are usually  carried
     on in connection therewith.

     (33) To  transact  or  carry on any  other  business  which  may seem to be
     capable of being  conveniently  carried on in connection  with any of these
     objects or  calculated  directly or  indirectly  to enhance the value of or
     facilitate  the  realisation  of or render  profitable any of the Company's
     property or rights.

     The word  "company" in this clause,  except where used in reference to this
     Company,  where the  context  so  admits,  shall be deemed to  include  any
     partnership  or  other  body  of  persons   whether   incorporated  or  not
     incorporated or whether  domiciled or registered in Ireland,  Great Britain
     or  Northern  Ireland  or  elsewhere  and  the  intention  is  that  in the


<PAGE>


     construction  of this Clause the objects set forth in each of the foregoing
     sub-paragraphs   shall,  except  where  otherwise  expressed  in  the  same
     paragraph be in no wise limited or be deemed merely subsidiary or auxiliary
     by reference to or inference, from the terms of any other paragraph in this
     Clause.

     PROVIDED  ALWAYS that the  provision of this Clause shall be subject to the
     Company  obtaining  where  necessary for the purpose of carrying any of its
     objects into effect such license  permit or authority as may be required by
     law.

     3.   The liability of the members is limited.

     4.   The Share  Capital  of the  Company  is(pound)1,000,000  divided  into
          1,000,000 shares of(pound)1.t30 each.

     WE, the several persons whose names and addresses are  subscribed,  wish to
     be formed into a company in pursuance of the Memorandum of Association  and
     we agree to take the  number of shares in the  Capital of the  Company  set
     opposite our respective names.

-------------------------------------------------------------------------------
                                                      NUMBER OF SHARES
         NAMES, ADDRESSES AND                         TAKEN BY EACH
         DESCRIPTIONS: OF SUBSCRIBERS                 SUBSCRIBER
-------------------------------------------------------------------------------

         Carmel Molloy,                               One
         Secretary,
         32, Downside,
         Skerries,
         Co. Dublin

         Susan Murray,                                One
         Secretary,
         4, Castaheany,
         Navan Road,
         Dublin 15.

-------------------------------------------------------------------------------
         TOTAL SHARES TAKEN                           Two
-------------------------------------------------------------------------------

         Dated this 11th day of September,           2000

         Witness to the above signatures,
         /s/Rita Hogan,
         Secretary,
         The Law Society.
         Blackhall Place, Dublin 7.


<PAGE>


     COMPANIES ACTS, 1963 TO 1999 PRTVATE COMPANY LIMITED BY
     SHARES ARTICLES OF Association OF
     LIFE ENERGY TECHNOLOGY HOLDINGS LIMITED



     1. The  regulations  contained in or  incorporated in Part 11 of Table A in
     the  First  Schedule  to the  Companies  Acts,  1963 to  1986  (hereinafter
     referred to as "Table A, Part 11") shall apply to the Company, and together
     with the Regulations hereinafter contained shall constitute the Regulations
     of the Company save in so far as they are hereby varied or excluded.

     2.  Regulations  79 and 138 of Part 1 of Table A in the said Schedule as so
     amended  (hereinafter  referred to as "Table A, Part 1") shall not apply to
     the Company.

     SHARES

     3.  The  Share  Capital  Of the  Company  is(pound)1,000,000  divided  into
     1,000,000 shares of(pound)1.00 each.

     4. The Directors are generally and  unconditionally  authorised to exercise
     all powers of the Company to allot relevant  securities (as such expression
     is defined in Section  20 of the  Companies  (Amendment)  Act 1983) up to a
     maximum aggregate of the number,  of' unissued shares in* ft capital of the
     Company from time to time but this  authority  shall not extend beyond such
     date as shall be five years from the date of  incorporation  of the Company
     provided always that the Directors shall have power,  notwithstanding  that
     the date  aforesaid  shall have expired,  to allot  relevant  securities in
     pursuance of an offer or  agreement  made before the expiry of such date as
     aforesaid as if the authority conferred hereby had not expired.

     5. Section 23 (1) of the Companies (Amendment) Act, 1983 is hereby excluded
     in its  application  in relation to all allotments by the Company of equity
     securities as defined for the purposes of that Section.

     6. Subject to the provisions of Section 64 of the Act any preference shares
     may with the sanction of a special resolution be issued upon the terms that
     they are or at the option of the Company are liable to be redeemed.


<PAGE>


     LIEN

     7. In  Regulation 11 of Table A, Part 1, the words ("not being a fully paid
     share") shall be omitted and the lien  conferred by that  Regulation  shall
     attach to all shares registered in the name of any person indebted or under
     liability  to the Company  whether he shall be the sole  registered  holder
     thereof or one of two or more joint holders.

     PROCEEDINGS AT GENERAL MEETINGS

     8.  Regulation 53 of Table A, Part 1, shall apply as if the following words
     were added at the end thereof  "and the fixing of the  remuneration  of the
     Directors".

     9. A poll may be  demanded  by the  Chairman  or by any  member  present in
     person or by proxy and  Regulation 59 of Table A, Part 1, shall be modified
     accordingly.

     RESOLUTI0NS

     10. Any such  resolution  in writing as is referred to in  Regulation  6 of
     Table A, Part 11, may consist of several  documents,  in the like form each
     signed  by  one  or  more  of  the  members   (or  their  duly   authorised
     representatives) in that Regulation referred to.

     DIRECTORS

     11. Every Director shall be,  entitled to receive notices of and attend and
     speak at all General Meetings of the holders of any class of shares, in the
     capital of the Company, and Regulation 136 shall be amended accordingly.

     12. A. Director appointed to fill a casual vacancy or as an addition to the
     Board  shall not retire  from  office at the Annual  General  Meeting  next
     following his  appointment  and the last sentence of Regulation 98 of Table
     A, Part 1, shall be deleted.

     13.  The  Directors.  of the  Company  shall not be  required  to retire by
     rotation and Regulations 92 to 100 (inclusive) of Table A, Part I, shall be
     amended accordingly.

     14.  Unless  and until the  Company  in  General  Meeting  shall  otherwise
     determine the number of the  Directors  shall not be less than two nor more
     than  seven,  and  regulation  75 of Table  A,  Part 1,  shall be  modified
     accordingly.

     15. Any Director  may in writing  appoint any person who is approved by the
     majority of the  Directors,  to be his alternate to act in his place at any
     meeting of the  Directors  at which he is unable to be present.  Every such
     alternate  shall be entitled to notice of meetings of the  Directors and to
     attend and vote thereat as a Director when the person appointing him is not


<PAGE>


     personally  present,  and where he is a Director to have a separate vote on
     behalf of the  Director he is  representing  in addition to his own vote. A
     Director may at any time in writing revoke the  appointment of an alternate
     appointed by him. Every such  alternate  shall be an officer of the Company
     and shall not be entitled to be an agent of the Director appointing him The
     remuneration of such an alternate shall be payable out of the  remuneration
     payable to the Director appointing him, and the proportion thereof shall be
     agreed between them. An alternate need not hold any share qualification.

     BORROWING POWERS

     16. The  Directors  may  exercise  all the powers of the  company to borrow
     money and to  mortgage or charge its  undertaking,  property  and  uncalled
     capital, or any pan, thereof, and to issue debentures,  debenture stock and
     other securities whether outright or as security for any debt, liability or
     obligation of the Company or of any third party.

     DISQUALIFICATION OF DIRECTORS

     17. Regulation 91 of Table A, Part 1. relating to the vacation of office by
     a Director, shall apply as if paragraph (g) thereof was deleted.

     INDEMNITY

     18. Every  Managing  Director,  Agent,  Secretary  or other  officer of the
     Company  shall be  entitled  to be  indemnified  out of the  assets  of the
     Company against all losses or liabilities  which he may sustain or incur in
     or about the execution of the duties of his office or otherwise in relation
     thereto,   including   liability  incurred  .  by'  him  in  defending  any
     proceedings,  whether civil or criminal,  in which judgment is given in his
     favour or, in which he is acquitted or in connection  with any  application
     under  Section  391 of the Act in which  relief  is  granted  to him by the
     court,  and no  Director  or other  officer  shall be liable  for any loss,
     damage or  misfortune  which may happen to or be incurred by the Company in
     the execution of the duties of his office or in relation thereto.  But this
     Article shall only have effect in so far as its  provisions are not avoided
     by section 200 of the Act:


<PAGE>


     NAMES, ADDRESSES AND Descriptions OF SUBSCRIBERS

         Carmel Molloy,
         Secretary,
         32, Downside,
         Skerries, Co. Dublin


         Susan Murray,
         Secretary,
         4, Castaheany,
         Navan Road, Dublin. 15.

         Dated this 11th day of September, 2000
         Witness to the above signatures;
         Rita Hogan,
         Secretary,
         c/o The Law Society,
         Blackhall Place,
         Dublin 7.





<PAGE>


                                    EXHIBIT C
                                Escrow Agreement

THIS ESCROW  AGREEMENT  made and entered into the 3 day of November  2000 by and
between Mr. Anthony  Liberatore (for purposes of this  agreement,  the number of
Health Pa, Inc common shares owned by Liberatore  shall also include any and all
such shares owned by Elizabeth Liberatore, his wife, and Michael Liberatore, his
son,  hereinafter  referred to as  ("LIBERATORE")  and Life Energy &  Technology
Holdings, Ltd (ACQUIRING GROUP).

For and in  consideration  of the sum of  $10.00  and  other  good and  valuable
consideration   the  receipt  and   sufficiency   of  all  of  which  is  hereby
acknowledged,  it is agreed by and between  LIBERATORE  and  ACQUIRING  GROUP as
follows:

1. LIBERATORE  agree that  simultaneously  with the Closing of the HPI Agreement
Liberatore  shall deliver into escrow  $4,119,382  shares of  Health-Pak  common
stock currently owned by Liberatore as contemplated by the HPI Agreement,  which
will leave  Liberatore as the owner of 100,000,  shares of HPI common stock (the
"Residual  Shares").  For purposes of this  provision,  the number of HPI shares
owned  by  Liberatore  shall  also  include  any and all  such  shares  owned by
Elizabeth  Liberatore,  his wife,  and  Michael  Liberatore,  his son,  it being
understood  and agreed that the  ownership  of the  Residual  Shares shall be as
determined by Liberatore.  The parties further  understand and agree that should
any of the  provisions  of the HPI  Agreement be changed or modified,  or if the
parties  shall agree  otherwise,  the number of  Residual  Shares may be changed
provided that in no event shall the Residual Shares be less than 100,000.

2. LIBERATORE COMMITMENT TO PAY DEBTS:.  Anything contained herein or in the HPI
Agreement to the contrary  notwithstanding,  the parties  agree that  Liberatore
shall use his best efforts  following  his  acquisition  of the Health Shares to
either pay or  refinance  all  existing  obligations  of Health which are either
guaranteed  by HPI or which  may  otherwise  result in any  material,  unsecured
liability to HPI. As of the date hereof,  the parties  understand and agree that
such existing obligations include the existing mortgage on the building owned by
Health in Utica, New York and Health's existing  obligation to Foothills Capital
Corp., its factor (collectively,  the "HPI Guaranteed Obligations").  Liberatore
shall use his best efforts to refinance such obligations or otherwise remove HPI
from any obligation in connection therewith.  However, the parties agree that in
no event shall  Liberatore be obligated to commit any more than the net proceeds
from the sale of 50,000  Residual  Shares to the repayment of the HPI Guaranteed
Obligations,  it being the intention of the parties that  Liberatore  shall have
available for his personal benefit not less than 50,000 Residual Shares.

3. DELIVERY OF SHARES TO ACQUIRING  GROUP:  Upon completion and discharge of the
bankruptcy by the Court or at such time as the  Bankruptcy  is converted  from a
Chapter  11  reorganization  to a  Chapter  7  liquidation  all  shares  will be
delivered by escrow agent to Dr.  Christopher  McCormack for distribution to the
original investors in Life Energy Technology Holdings, Ltd or their designees.


<PAGE>


4. MISCELLANEOUS.  PROVISIONS.  The following miscellaneous  provisions shall be
observed in this Agreement.

a.  COUNTERPARTS.  This Agreement may be executed  simultaneously in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

b. ENTIRE AGREEMENT.  This Agreement  constitutes the entire Agreement among the
parties  pertaining to the subject matter  hereof,  and supersedes all prior and
contemporaneous  agreements  and  understandings  of the  parties in  connection
herewith.   There   are   no   oral   promises,   conditions,   representations,
understandings,   interpretations   or  terms  of  any  kind  as  conditions  or
inducements to the execution of this Agreement.

c. FURTHER ASSURANCES.  At any time and from time to time after the date hereof,
each party will execute such additional  instruments and take such action as may
be  reasonably  requested  by the other party to carry out the  purposes of this
Agreement.

d. NOTICES. All notices and communications required or permitted hereunder shall
be  sufficient  if made in  writing  and shall be  deemed to have been  given if
delivered  in person or sent by postage  prepaid,  first  class,  registered  or
certified mail,  return receipt requested to the addresses first set forth above
or to such other or additional addresses

Health-Pak, Inc Stock Certificate Transfer                      December 6, 2000
2005 Beechgrove Place
Utica N.Y. 13501


<PAGE>




Certificate #     Name                                         Number of Shares
HP 02924 Michael Liberatore                                       220,000
HP 02923 Anthony Liberatore & Elizabeth Liberatore                729,333
HP 02970 Anthony Liberatore & Elizabeth Liberatore                500,000
HP 02971 Anthony Liberatore & Elizabeth Liberatore                500,000
HP 02968 Anthony Liberatore & Elizabeth Liberatore                500,000
HP 02969 Anthony Liberatore & Elizabeth Liberatore                500,000
HP 02973 Anthony Liberatore & Elizabeth Liberatore                500,000
HP 02972 Anthony Liberatore & Elizabeth Liberatore                500,000

                                    Total Shares                3,949,333


Delivered by hand

Received this 6th day of December 2000

/s/ Todd Walker
------------------------
Todd Walker, Esq.