<SUBMISSION>
<ACCESSION-NUMBER>0000946790-00-000086
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<CONFORMED-NAME>BIOMASSE INTERNATIONAL INC
<CIK>0001083146
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<IRS-NUMBER>650909206
<STATE-OF-INCORPORATION>FL
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<FILM-NUMBER>744466
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<STREET1>721 SE 17TH ST
<CITY>FORT LAUDERDALE
<STATE>FL
<ZIP>33316
<PHONE>7545240558
</BUSINESS-ADDRESS>
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<STREET1>721 SE 17TH ST
<STREET2>STE 200
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<ZIP>33316
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<TEXT>


    As filed with the Securities and Exchange Commission on October 23, 2000
                       Registration No. 333-_____________
        -----------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                    FORM SB-2
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     ---------------------------------------
                           BIOMASSE INTERNATIONAL INC.
                         (Name of issuer in its charter)


<TABLE>
<S>                                          <C>                                     <C>

Florida                                          [??? ]                              65-0909206
(State or other jurisdiction                  (Primary Standard Industrial           (I.R.S. Employer
of incorporation or organization)             Classification Code)                   Identification Number)

721 S.E. 17th Street, Suite 200                                                      Irving Rothstein, Esq.
Fort Lauderdale, Florida                                                             Heller, Horowitz & Feit, P.C.
33316                                                                                292 Madison Avenue
(954) 524-0558                                                                          New York, New York 10017
(Address and telephone number                                                        (212) 685-7600
of registrant's principal executive                                                  (Name, address and telephone
offices and principal place of business)                                             number of agent for service)

</TABLE>
                      ------------------------------------
                                   Copies to:

                             Irving Rothstein, Esq.
                          Heller, Horowitz & Feit, P.C.
                               292 Madison Avenue
                            New York, New York 10017
                            Telephone: (212) 685-7600


Approximate date of commencement of proposed sale to public: At the discretion
of the selling stockholders.

If any of the  securities  being  registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box.  [X]

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                                 <C>                <C>                      <C>                         <C>
----------------------------------- ------------------ ------------------------ -------------------------- -------------------


Title of Each Class of Securities   Amount To Be       Proposed Maximum         Proposed Maximum               Amount of
to be Registered                    Registered         Offering Price Per       Aggregate Offering          Registration Fee
                                                       Security (2)             Price   (2)
----------------------------------- ------------------ ------------------------ -------------------------- -------------------
----------------------------------- ------------------ ------------------------ -------------------------- -------------------

Common Stock class B, par value       2,027,711             $1.00 (3)                $2,027,711                 $ 535.32
$0.001

----------------------------------- ------------------ ------------------------ -------------------------- -------------------
----------------------------------- ------------------ ------------------------ -------------------------- -------------------

Common Stock class B, par value       5,054,900 (1)         $1.10 (4)                $5,560,390                $1,467.94
$0.001

----------------------------------- ------------------ ------------------------ -------------------------- -------------------
----------------------------------- ------------------ ------------------------ -------------------------- -------------------

Total                                  7,082,611 (1)                                 $7,588,101                $2,003.26

----------------------------------- ------------------ ------------------------ -------------------------- -------------------

</TABLE>

(1)  Includes  5,054,900  shares of  common  stock  issuable  upon  exercise  of
currently  exercisable  warrants.   Pursuant  to  Rule  416,  this  Registration
Statement  also  covers  any  additional  shares  of common  stock  which may be
issuable by virtue of the anti-dilution provisions in the warrants.

(2)   Estimated solely for the purpose of calculating the registration fee.

(3)   Based upon the price of a recent private offering.

(4)   Exercise price.

         The registrant hereby amends the registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  registration  statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

<PAGE>

                SUBJECT TO COMPLETION DATED, OCTOBER 23, 2000
                                -----------------
                           BIOMASSE INTERNATIONAL INC.
                             ----------------------

                        7,082,611 Shares of Common Stock

               This prospectus  covers  7,082,611 shares of the common stock, of
Biomasse  International,  Inc. This figure includes  5,054,900  shares of common
stock  that we may issue in the future if  currently  outstanding  warrants  are
exercised. The common stock will be sold solely by the selling stockholders.

              The  securities  offered  hereby  involve  a high  degree of risk.
Please read the "Risk factors" beginning on page 2.

             There is presently no public market for our securities.
                        --------------------------------

              Neither  the  Securities  and  Exchange  Commission  nor any state
securities  commission  has  approved  or  disapproved  of these  securities  or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

              Our principal executive offices are located at 721 S.E. 17th
Street suite 200,  Fort Lauderdale, FL 33316.  Our telephone number is (954)
524-0558.

                  The date of the Prospectus is ________, 2000.

<PAGE>

                                  Risk factors

               You  should  carefully  consider  the  following  facts and other
information in this prospectus  before deciding to invest in the shares.  If any
of the following  risks actually  occur,  our business,  financial  condition or
results of operations could be materially and adversely affected.

Since we have only a limited operating history, it is difficult for you to
evaluate if we are a good investment

         We were incorporated in early 1999. We began to offer our first process
in 1999. Accordingly, we have only a very limited operating history, and we face
all of the risks and uncertainties  encountered by early-stage companies.  Thus,
our  prospects  must  be  considered  in  light  of  the  risks,   expenses  and
difficulties  associated  with a new and  rapidly  evolving  market  of waste to
energy  project.  In sum,  because  of our  limited  history  and the  youth and
inherent risks of our industry,  predictions of our future  performance are very
difficult.

Our independent auditor has expressed concern over our ability to remain in
business

         In his report on our  audited  financial  statements,  our  auditor has
stated that there is a substantial doubt as to whether we will be able to remain
in  business  for even the next  twelve  months.  His  concern is based upon our
growing losses and no specific plan to have the funds necessary to implement our
business  plan.  If his  concerns are proven  accurate,  any  investment  in our
securities will likely be lost.

We have  incurred  substantial  losses and  anticipate  even more  losses in the
future which may cause us to become insolvent

         From our inception in April 1999 through March 31, 2000, we incurred an
accumulated deficit of $244,794.  We anticipate  continuing to incur significant
losses until,  at the earliest,  we generate  sufficient  revenues to offset the
substantial up-front expenditures and operating costs associated with developing
and  commercializing  recycling systems  utilizing our process.  There can be no
assurance that we will ever operate profitably.

We have no customers  and generate no revenues and without  them, we cannot long
survive.

         We have not entered into any agreements to utilize our Process with any
pulp and paper mills as yet. We will not generate any meaningful revenues unless
we obtain contracts with a significant number of pulp and paper mills. There can
be no assurance that we will ever be able to obtain contracts with a significant
number of  customers  to  generate  meaningful  revenues  or achieve  profitable
operations.

We need substantial additional financing or we may have to curtail operations

         Our  capital  requirements  relating  to the  commercialization  of our
process have been, and will continue to be, significant. We are dependent on the

                                       2

<PAGE>

proceeds of future financing in order to continue in business and to develop and
commercialize  additional  proposed  products.  Our business  plan calls for the
installation of four plants over the next two years which would require at least
$20,000,000 in additional  financing.  There can be no assurance that we will be
able to raise the substantial  additional capital resources  necessary to permit
us to pursue this plan. Although, we have indications from investment bankers to
undertake providing us with funds for leasing,  we have no current  arrangements
with  respect  to,  or  sources  of,  additional  financing  and there can be no
assurance  that any  such  financing  will be  available  to us on  commercially
reasonable terms, or at all. Any inability to obtain  additional  financing will
have a material  adverse  effect on us, such as  requiring  us to  significantly
curtail or cease operations.

There still remains some  question  regarding the efficacy of our process and if
it does not work we will have no business.

         Although considerable time and financial resources were expended in the
development  of our Process,  there can be absolutely no assurance that problems
will not develop  which would have a material  adverse  effect on our  business.
Although all the  components  that  comprise  our Process  have been  separately
proven efficient and reliable in large scale of industrial  project, we have not
as yet  realized  our first  completed  industrial  project that combine all the
required  components,  we are  uncertain if it will perform all of the functions
for  which  it has  been  designed  or  prove  to be  sufficiently  reliable  in
widespread commercial use.

Currently,   we  are  a  one  product  company  and  if  this  sole  product  is
unsuccessful, we will have no business.

Our Process  currently is for combusting  sludge and other waste to rid pulp and
paper mills of their waste products, while generating steam for energy. However,
should  others  develop  more  efficient  and less costly  techniques,  we could
potential have no future business.

We cannot patent our process so others may copy it and develop our business

         While we may  consider in the future  patenting  the core aspect of our
process,  our  innovative  combustion  chamber,  overall,  we cannot  patent our
process and the protection of our proprietary  methods is limited. We regard our
design as an  integration  of techniques  that we have obtained under license as
proprietary  and  intend to  attempt  to  protect  it with  trade  secret  laws,
proprietary  rights  agreements  and  internal   nondisclosure   agreements  and
safeguards.  However,  such methods do not afford  complete  protection,  can be
prohibitively  expensive  with frequent  design changes to the system during the
development  phase,  and  there  can  be  no  assurance  that  others  will  not
independently  develop  know-how  or obtain  access to our  know-how or designs,
concepts, ideas and documentation.

                Special note regarding forward-looking statements

         Some of the  statements  under and  elsewhere  in this  prospectus  are
forward-looking   statements  that  involve  risks  and   uncertainties.   These
forward-looking  statements  include  statements  about our  plans,  objectives,
expectations,  intentions and assumptions and other statements contained in this
prospectus  that are not  statements of historical  fact. You can identify these
statements by words such as and similar expressions.  We cannot guarantee future
results, levels of activity, performance or achievements. Our actual results and

                                       3

<PAGE>

the timing of certain events may differ significantly from the results discussed
in the forward-looking  statements.  Factors that might cause such a discrepancy
include  those  discussed  herein  and  elsewhere  in this  prospectus.  You are
cautioned not to place undue reliance on any forward-looking statements.

                    Summary historical financial information

         The following  selected financial data for the year ended September 30,
1999 and for the period since  inception  to June 30, 2000,  is derived from our
audited  financial  statements  included in this prospectus.  The following data
should be read in conjunction with our financial statements.

Statement of operations data

                              For the Year     From Inception
                              Ended 09/30/99   to 06/31/00
                              --------------   ---------------

Net Revenues                   $    -0-          $   -0-

Operating Loss                 $ 74,786          $ 296,926

Income Taxes                   $    -0-          $     470

Net Loss                       $ 74,786          $ 296,456

Loss Per Share                 $ 0.0040          $  0.0175
(Basic and Diluted)


Balance sheet data

                                  June 30, 2000
                                 ----------------
Working Capital                     $    (12,165)
Total Assets                        $    235,217
Total Liabilities                   $     41,522
Stockholders' Deficit               $    296,455

                                       4
<PAGE>

                               Plan of operations

          The  following  discussion  should  be read in  conjunction  with  the
financial  statements  and related  notes that are  included  elsewhere  in this
prospectus. All dollar amounts in this prospectus are US dollars.

         As further described below, our main business purpose is to provide the
pulp and paper industry with the most practical, economical and efficient way of
giving enhanced value to the waste sludge and other solid residues  generated by
their wastewater treatment systems.

         We were  initially  formed in March 1999,  are  currently  still in the
development phase and preparing to begin commercial activity in the last quarter
of 2000.

         In March,  1999, we rented 400 sq. ft. of space for our Quebec field
operation offices in  Trois-Rivieres,  Quebec,  under a one year renewable
lease, costing us $500 per month.

         Additionally,  in September,  1999, we rented 400 sq.ft. of space for
our executive  offices in Ft.  Lauderdale,  Florida.  under a one year renewable
lease, costing us $650 per month.

         Our total monthly  expenditures are  approximately  $50,000,  including
rent, employee salaries,  management salaries,  office overhead, car allowances,
consultant and professional fees, travel, business entertainment, equipment, and
insurance.  W.A.F.A Investment Corp. of Ft. Lauderdale has signed a subscription
to purchase  $400,000 of our common shares,  and the funds have been promised to
be transferred to our bank account in staggered payments, with the first payment
due before the end of  September,  2000.  This  should  allow us at least  eight
months of operating capital.

         In April, 1999, we purchased the rights to the steam generating process
developed  and owned by Marc  Dufresne  Inc.,  a  Trois-Rivieres,  Quebec  based
company. The agreement  transferred  ownership of this process to us for a price
of $588,000  which was paid by the delivery of 588,000  shares of common  stock.
Following this agreement, we began to develop our marketing approach to the pulp
and paper industry.

Marketing

         We intend to concentrate initially on the North American pulp and paper
companies to have them  transform  their sludge and wood residue into steam.  We
are  scheduled  to  formally   launch  the  marketing  of  our  process  at  the
International Trade Show for the pulp and paper industry being held in Montreal,
Quebec in February 2001.

         To be able to target the most profitable projects, we are negotiating a
service contract with the Ecole Polytechnique,  an engineering school affiliated
with the  University  of Montreal,  to do a survey that will allow us to perform
preliminary determinations of projects that would be the most profitable for us.
The university will be responsible for formulating and  distributing a specially
designed questionnaire. Thereupon, we intend to follow up by establishing direct

                                       5

<PAGE>

contact with management and the  engineering  department of those pulp and paper
mills that have been  deemed most  suitable  for us. In  collaboration  with the
university,  we  plan to  offer,  our  expertise  and  services  to  evaluate  a
waste-to-energy  project with regards to the  feasibility and  profitability  of
such a project.

         Once  the   feasibility   and   profitability   study  will  have  been
demonstrated for a particular mill, we will seek to conclude long term contracts
for energy generation and waste disposal with that company.

Our first installation

         During the past year we identified our first  potential  customer,  The
Great  Northern  Paper  Company  of   Millinocket,   Maine.   We  completed  the
profitability  and feasibility  studies for this installation and based upon the
study's  very  positive  conclusions,  we believe we are close to  finalizing  a
ten-year contract for the sale of steam utilizing our process. The final selling
price will be  determined  based upon the final  negotiated  split of  operating
costs  between  them and us,  although we  estimate  that we will be selling the
steam at a price of $6.00 per 1000 lbs.

         Our studies  indicate that the cost of equipment and installation for a
plant suitable for Great Northern Paper is approximately  $4,525,700. We plan to
finance  this  amount by  approximately  60% debt and 40% equity.  Two  Canadian
finance companies, Rothschild Financial Corporation and Konex Financial services
have  expressed  interest in providing the  approximately  $2.7 million,  over a
ten-year period,  required for the debt portion.  The equity portion,  requiring
approximately  $1,800,000,  is  expected to be derived  from the  exercise of at
least 1,700,000 warrants of the total currently outstanding.  These warrants are
exercisable  in to our  common  shares at $1.10  per  share.  Upon us  signing a
contract for steam  production  with Great Northern  Paper,  three major warrant
holders,  holding an aggregate of 3,000,000 have indicated their  willingness to
exercise most if not all of their warrants.

         The plant to be built for the Great  Northern  Paper  project  would be
able to produce at least 40,000 pounds of steam per hour and operate 8,200 hours
per year. At this level of production and our expected selling price, our annual
revenue  should be  $1,968,000.  The estimated  operating  cost of this plant is
forecasted  to be  approximately  $850,000 per year,  yielding a gross profit of
approximately  $1,118,000  from this plant.  These revenues have been calculated
based on the  minimum  capacity  to produce  40,000  pounds of  steam/hour.  Any
additional production will increase the revenue forecasted.

          This past summer we engaged the engineering firm of Mesar  Consultants
Inc. of Quebec City to assist us with Great Northern Paper project.  They are to
provide  us with  engineering  services  commencing  September,  2000  which are
expected to cost us approximately  $18,000 per month. We are also in the process
of concluding  agreements with subcontractors and have commenced the ordering of
all necessary  equipment for the  construction of the steam generating plant for
this project.  We expect the installation to commence during January,  2001, and
plans are for completion of the plant in June 2001.  Thus, we anticipate  having
this first  project in  operation  by the end of June,  2001 and to collect  our
first revenues in July 2001.

                                       6

<PAGE>

Research and development

         The  technical  evaluation  of our  technology  was  done by the  Ecole
Polytechnique  (affiliated  with University of Montreal) and they have indicated
their  interest  to  continue  research  work on our  process  to  maximize  its
efficiency,  and to adapt this  technology  for use with  others  type of waste,
specifically  to generate  energy from another  problematic  solid residue:  the
organic portion of municipal solid waste.

Effect of recent accounting pronouncements

         In June 1998, the Financial Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging  Activities." ("SFAS No. 133"), which requires companies
to recognize all derivatives as either assets or liabilities in the statement of
financial  position and measure those instruments at fair value. SFAS No. 133 is
effective  for fiscal years  beginning  after June 15, 1999. We do not presently
enter into any  transactions  involving  derivative  financial  instruments and,
accordingly,  do not  anticipate  the new  standard  will have any effect on our
financial statements.

                                 Use of proceeds

         We will not receive any proceeds  from the sale of the shares of common
stock by the selling  stockholders.  However, we will receive the exercise price
of the warrants if they are exercised.

         The net  proceeds to us from the exercise of all warrants for which the
underlying  common  stock  is  registered   herewith,   would  be  approximately
$5,560,390. There can be no assurance that we will receive any proceeds from the
exercise of the  warrants as not all, or any,  warrants may be  exercised.  This
could result in our receiving none or only minimal proceeds from this offering.

          Any proceeds  received from the exercise of the warrants will be added
to working capital.  Aside from the amounts  indicated in the Plan of operations
to be used for plant construction,  we have no definite plans for the use of any
proceeds  from this  offering and we have made no specific  allocation as to the
use of such  proceeds.  The proceeds  could be used for current  administrative,
marketing and other expenses,  the acquisition of business or repayment of debt.
Any such  application of the proceeds of this offering will be at the discretion
of our board of directors.

                                    Business

         We are a  Florida  corporation,  established  in early  1999.  The main
business goal of Biomasse is to provide to the pulp and paper  industry the most
practical,  economical  and efficient way of giving  enhanced value to the waste
sludge  (and other  solid  residues)  generated  by their  wastewater  treatment
systems.

                                       7

<PAGE>

         We have  acquired and  improved a  waste-to-energy  process  originally
developed by Marc Dufresne (1978) Inc., of  Trois-Rivieres,  Quebec This process
is capable of processing  pulp and paper mills waste sludge and wood residues in
an  efficient  and  environmentally-friendly  way into  steam.  This  innovative
process integrates state-of-the-art technologies that combine fuel conditioning,
efficient  combustion,  steam  generation  and flue  gas  treatment.  The  steam
generated by this process can be used to generate electrical power or heat.

         The North  American pulp and paper  industry is facing many  challenges
caused by an  increasingly  competitive  world market.  Pulp and paper plants in
Canada  are  lagging  behind  their  competitors  in the  U.S.A.  and  Europe in
productivity and in quality of their products.  Globally, the industry is now in
a  restructuring  phase to reduce  its costs of  operations  and  diversify  its
product line. Production of steam and power from waste sludge and other residues
and  minimal  use of  landfill  is one of the  solutions  for the  reduction  of
operating costs in the pulp and paper industry.

         The pulp and paper industry produces, through its activities,  enormous
amounts of waste sludge. Production of pulp and paper generates by-products that
exit the mill in  waterborne,  airborne or solid  forms.  As mills  reduce their
emissions  of  airborne  particles  by  installing  stack  scrubbers  and  their
waterborne particles and oxygen-consuming  solutes by installing  clarifiers and
secondary  treatment  systems,  more and more of these by-products end up in the
solid residue stream.  Thus, the rising use of secondary treatment facilities is
continuously  increasing,  considerably,  the amount of sludge generated by this
industry.

       The sludge is currently  being buried,  and this  practice  constitutes a
method of disposal that has a major impact on the environment. Landfill consumes
valuable  space,  may  lead to  long-term  leaching  problems,  and  wastes  the
potential value of these residues.  Due to the severe  regulations  covering the
burial of these  wastes,  their  disposal has become  increasingly  costly.  New
regulations  in Quebec,  in Canada and in the USA stipulate  that landfill sites
must be impermeable and that the lixivium, or liquid effluent, must be collected
and  treated  to  prevent  water   contamination  and  soil/ground  water  table
contamination.

       Moreover,  the organic  substances  found in the sludge tend to decompose
once buried,  leading to the formation of gases  containing a large  fraction of
methane  produced by anaerobic  degradation  of buried  sludge and other organic
constituents that substantially contribute to the greenhouse effect. These gases
also contain strong  smelling  compounds that  constitute a major source of odor
pollution for neighboring populations.  This pollution,  combined with the costs
related to the management and the  development of landfill sites, as well as the
transport  costs of sludge,  that are bulky with a high water content,  have led
the pulp and paper mills to consider alternatives to landfill.

       Waste sludge contains an important fraction of organic matter that has an
attractive  energy recovery  potential.  Energy production from organically rich
industrial  wastes,  such as paper mills sludge, is now considered by a majority
of industrialized countries as an intrinsic aspect of a responsible care policy.
This disposal  approach  involves several  strategic  advantages.  This approach
reduces the volume of residues to be buried by at least 90%. The  production  of
energy using these wastes leads to significant economies in terms of traditional
non-renewable fossil fuels, also providing a net reduction of the emission rates
of gases believed responsible for the greenhouse effect.

                                       8

<PAGE>

       However, pulp and paper mills conventional  combustion systems are either
not well suited or are simply inadequate for sludge combustion.  For this reason
the combustion of sludge in conventional systems often led to:

o        a decrease in the boiler's capability to produce steam with the
         addition of wet wastes;
o        an important  consumption  of auxiliary fuel such as natural gas or
         oil to maintain  boiler  output and  sufficiently  high  combustion
         temperatures  due to  inconsistency  of waste fuel moisture and the
         high water content in the wastes;
o        higher maintenance costs due to ash clogging in the boiler grate; and
o        an increase in particle emissions and slag.

         Our state-of-the-art process addresses the shortcomings observed in the
currently  used  methods  of  energy  production  from  pulp and  paper  wastes.
Additionally,  our  solution  is  innovative  in that it offers  the  customer a
financing program. Our process can be designed, installed, operated and entirely
financed.  Our income is based on the sale of steam and electricity to the plant
and/or on a transport  charge for removing the sludge from their  premises.  The
main economical and environmental advantages of our process can be summarized as
follows:

o        no investment costs and minimal operation costs for the pulp and paper
         mill customer;
o        reduction of more than 90% of solid waste to be buried;  extensive
         reduction of  management  costs of landfill,  sludge  transportation
         and handling costs;
o        reduction of maintenance costs on inadequate conventional boilers
         burning sludge;
o        increase  in total  efficiency  of the  existing  steam  facilities
         by using available  flue gases of existing  boilers;
o        reduction  of the total amount of traditional  non-renewable  fossil
         fuels used in the plant;
o        elimination  of methane emission of landfill and reduction of the
         global emission rates of gases responsible  of the  greenhouse  effect;
o        elimination  of problems  related to odorous emission of landfills.

         Our  team  offers  our  Process  to  the  pulp  and  paper  mills  in a
progressive strategic sequence. This sequence first begins with an evaluation of
the feasibility and profitability of a Waste-to-energy project for both parties.

         Additionally,  in the  medium  term,  we plan to  modify  and adapt our
Process to new  applications  such as power generation from the organic fraction
of the municipal solid wastes.

The Industry

General background

                                       9

<PAGE>

         The North  American  pulp and paper  industry is a  cornerstone  of the
American, Canadian and Quebec economies,  employing several tens of thousands of
workers in regions across North  America.  Since the turn of the 20th century it
has been a major source of employment and export.  There are around 325 mills in
the U.S. and more than 155 mills across Canada with 64 in Quebec alone.

         While  world  demand for paper has been  increasing,  the  geographical
distribution  and the type of paper consumed has not been uniform.  As published
by the Pulp and Paper Institute of Canada, April 1997, the North American market
share has declined  from 39% in the mid  seventies to 36% in the late  eighties,
and the Asian  market  represented  24% in 1989  versus 17% in 1975.  Similarly,
demand for  newsprint  paper  decreased  over the same period  while  demand for
writing and printing paper increased.

The industry in the U.S.

         In 1992,  the date of the most recent  published  material,  the United
States pulp and paper industry had a direct  employment of 146,500 and the total
value of shipments for the industry was estimated as $38.3 billion.

         The US produced  86.5 million  metric tons of paper and  paperboard  in
1997,  almost 739 pounds for every man, woman, and child. This amount represents
29%  of  the  total  world  production.  The  forest  products  industry  is the
third-largest  industrial  consumer of energy, and generates more than 2 billion
tons of waste each year. The industry  generates 55% of its own energy using its
woody waste  products  and other  renewable  sources for fuel (bark,  wood,  and
pulping  liquor).  The total cost of materials,  services,  and fuels and energy
used by US pulp and paper mills amounted to $21 billion in 1992.

         Since 1972,  the  industry  has reduced its use of fossil fuels and its
purchased  energy by about 2 percent,  yet  increased  its total  production  by
nearly 64 percent.  Even so, the forest  products  industry spent more than $8.1
billion on purchased  fuels and  electricity  in 1996,  or over 3 percent of the
value of its shipments that year.

The Industry in Canada and in Quebec

         The Canadian forest industry is Canada's largest  industrial  employer.
It added  10,000  jobs in 1997  (22,700  jobs have been added since  1993).  The
increase resulted in a total of 261,700 full-time equivalent direct jobs in 1997
including  65,000  employees  of  pulp  and  paper  companies.  Of  this  total,
approximately  30,000  Quebecers work in the pulp and paper and related products
sector.  This represents close to 6% of the  manufacturing  workforce in Quebec.
The 261,700 direct jobs in Canada  support the  equivalent of a further  755,000
full time  equivalent  jobs in other  sectors  of the  Canadian  economy.  Total
capital  spending by  Canadian  pulp and paper  producers  is  approaching  $3.4
billion annually.

         Canada's, and particularly Quebec's, pulp and paper industry has always
been synonymous with massive  exports.  Due to market  globalization  and strong
international  competition,  this industry constantly has to reach new customers
and meet new demands.  Exports  outside North America may have been an exception

                                       10

<PAGE>

20 years ago but they are common practice today. In 1998, total export value for
Quebec pulp and paper  products  reached  $7.4 billion and  approximately  $12.1
billion for Canada in 1996.

         Canada's pulp and paper industry has been a longtime,  active supporter
of global free and fair trade. Access to export markets has been enhanced by the
North American Free Trade Agreement and the World Trade  Organization.  In 1995,
60% of all of Quebec's pulp and paper products were sold to the American market.

         Canada's and Quebec's paper and paperboard production in 1997 were 18.9
and 8.2 million  metric tons,  respectively,  which  represents 6% and 3% of the
total world production. Although Quebec represents only one tenth of one percent
of the world  population,  it produces  some 3% of the pulp and paper and lumber
manufactured  each year  worldwide.  Quebec's  paper and  lumber  manufacturers,
therefore,  play a key role in domestic and foreign  markets.  In the  newsprint
sector,  Quebec alone accounts for 44.2% of Canadian  production and roughly 12%
of world production.

         To increase its productivity,  diversify its production and improve its
environmental  performance,  the pulp and paper industry in Quebec has proceeded
with massive  investments over the years. In the pulp and paper sector,  capital
expenditures  reached $6.4 billion  between 1987 and 1997,  representing 20 % of
all manufacturing investments made in Quebec.

         Between 1989 and 1996, Canadian mills spent $3.7 billion on the biggest
environmental  upgrade in the industry's  history.  During the same period,  the
industry  invested $1.0 billion in building up the capacity to recycle recovered
paper. Today, 23 mills across Canada are capable of recycling,  and 62 mills use
recovered paper in whole or in part as a source of fiber.

         Despite the overall size of the industry, Canadian and Quebec companies
are small on a global basis.  Of the largest 50 companies in the world only five
are  Canadian  and  those are  likely  to drop  from this list as other  foreign
companies grow faster.

The trends

         During the 1980s  worldwide  consumption of paper increased 5% per year
and, as stated above,  writing and printing paper  consumption  grew faster than
newsprint paper. Also, growth in Asia was the fastest of any other region in the
world.

         As a result of the growth in consumption, capacity in the industry grew
even faster. During the 1980s, 30 new newsprint paper machines were put into use
in North America alone.

         Mergers in this  industry  have been common around the world during the
past  decade.  The  purpose  of this  trend  is for  companies  to  become  more
competitive  globally,  increase their capital base,  increase their presence in
the world, and acquire new technologies to better respond to the changing market
needs.

                                       11

<PAGE>

         We believe that all these  trends are likely to continue as  additional
Asian  countries,  (such as  China,  Indonesia  and  Malaysia,  emerge as strong
economies  and as people rely less on newspapers to get news and more on on-line
services such as the Internet, and as consumers become more demanding as to type
and price of paper products.

         Technical challenges facing the North American industry are centered on
using recycled materials  cost-effectively,  meeting environmental  regulations,
and reducing energy and operation costs. Other pressures include the diminishing
amount of land available for tree farms and landfill,  and a lack of capital for
carrying out long-term research and development projects.

The threats facing the North American industry

         As the dynamics of the industry have been changing,  the North American
pulp and paper  industry  began facing  several  challenges.  Below are the main
threats the North American industry faces today:

o        Although global consumption of papers is on the increase, this increase
         has been mainly in foreign markets,  particularly in the Far East. This
         forces North American companies to have to compete for the world market
         against worldwide paper companies,  putting downward pressure on prices
         and upward pressure on quality and technology.
o        To be able to be competitive globally,  companies have to be present in
         the  potentially  large and  growing  markets.  To achieve  that,  many
         foreign companies have merged, combining resources and increasing their
         presence  worldwide.  This places  additional  pressure on companies to
         increase their exposure in these markets and to become more efficient.
o        As capacity in North America is  increasing,  prices are likely to drop
         and companies  would have to operate more  efficiently  to maintain the
         same level of profitability.

The key success factors

         Given the above stated challenges,  to compete in today's  environment,
pulp and paper companies have to satisfy the following four conditions:

1.       Low production costs:  The four main elements of production costs that
         have to be optimized are:

         o   Lower cost of the fiber by increasingly  finding close and abundant
             sources of recycled  paper;
         o   Improving  the  efficiency  of the  equipment  by  gradually
             replacing old machinery with newer ones;
         o   Lower cost of labor by exerting pressure on unions to become more
             in line with the realities of the  international  global  market;
             and
         o   Reducing  energy and operating  costs by increasing  the fraction
             of solid residues (wood and sludge) used for steam and electricity
             generation and reducing operating costs related to the landfill
             management.
                                     12

<PAGE>

         o   Our process aims to considerably  reduce the residues and landfill
             management  costs,  and to recycle  these  residues in a practical
             form:  steam and power  generation at low costs,  contributing  to
             reduce the global production costs of the mills.

2.       Market diversification: Since the fastest growth is being found in Asia
         and to a lesser extent in Europe, it is important that US, Canadian and
         Quebec  companies  penetrate  these markets  effectively.  Competing in
         these markets  implies  reducing  their  production  costs as described
         above  to  price  their  products  in  parity  with  the  other  global
         companies;

3.       Product  diversification:  New types of paper have to be  developed  to
         meet the increasingly demanding needs of consumers. Companies also have
         to shift their focus from the  declining  newsprint  paper  segment and
         focus more on writing and printing  paper and  specialized  paper which
         commands higher profit margins;

4.       Meeting  Environmental  Regulations:  Pulp and paper  plants are on the
         constant lookout for alternatives and cheaper methods of disposal.  Our
         process produces  several  environmental  advantages:  reduction of the
         total  amount of  traditional  non-renewable  fossil  fuels used in the
         plant, elimination of methane emission of landfill and reduction of the
         global emission rates of gases believed  responsible for the greenhouse
         effect,  and  elimination  of problems  related to odorous  emission of
         landfills.

Sludge and solid residues generation and management

         In the U.S.

         The solid waste management and disposal  practices in the U.S. Industry
was studied in 1992 and 1999 by the National  Council of the Paper  Industry for
Air and Stream Improvement, Inc.. The 1992 data are used in this document, since
the 1999 study is not yet available to us.

         The  total  amount  of solid  wastes  generated  by the pulp and  paper
industry in 1989 alone was  estimated by the 1992 study to be 12.3  millions dry
metric tons. Total solid waste generation  averaged  approximately 162 kilograms
per metric tons of production.  The total amount of sludge generated in the same
year was  estimated to be 4.2 million dry metric tons.  This  corresponds  to an
overall industry generation rate of approximately 50 dry kilograms of wastewater
treatment  sludge per metric ton of  production.  In 1989,  the amount of sludge
being use as landfill or lagooned  accounted for 70% of the total, while burning
for  energy  accounted  for 21%.  In 1979,  the  amount of sludge  being used as
landfill or lagooned  accounted  for 86% of the total,  while burning for energy
accounted for 11%.

         The overall average total disposal costs for mills using landfill sites
constructed  since 1985 was $9.80 per cubic  yard or $20.84 per wet metric  ton,
for an average bulk density of 0.615 metric ton per cubic meter,  compared to an
average for all sites,  regardless  of age,  of $6.40  dollars per cubic yard or
$13.61 per wet metric ton. This data represents  current total landfill disposal
costs consisting of capital plus operating  costs.  Estimated costs for disposal
of solid wastes in new as yet unconstructed landfill sites were reported in this
study to be  approximately  $15 per cubic yard or $31.90 per wet metric ton, for
an average bulk density of 0.615 metric ton per cubic meter.

         Consequently,  the 1989  annual  total  direct  costs of sludge used as
landfill in the U.S. is  estimated  to have been more than $146  million for the
pulp and paper  industry  alone.  This  estimate  is based on an average  sludge
humidity of 72.6%, and an average cost of landfill of $13.61 per wet metric ton.

         In early 1990,  approximately one-half of the industry's landfill sites
had less  than 6 years  capacity  remaining.  Approximately  80  percent  of the
landfill sites had less than 20 years capacity remaining.  It was estimated back
in 1990 that by the end of 1999, the paper industry would require  approximately
200 new  landfill  sites or major  expansions  on existing  sites,  with a total
additional area of approximately  10,000 acres. This assumed that the amounts of
solid waste would remain unchanged by 1999.

         In Canada and in Quebec

         In 1995, the amount of solid  residues  generated by the Canadian paper
industry  was  estimated  at 7.3  millions of dry metric tons per year.  Of this
total,  47% was wood and bark used for  fuel,  13% was wood and bark not used as
fuel, 23% was sludge, 12% was inorganic, and 5% was in a miscellaneous category.
Generation of secondary  sludge increased by 247% from 1994.  Sludge  generation
rates represents 44% of the total generation rates for solid residues other than
wood and bark used as fuel. In 1995,  almost half of the total generated  sludge
was  deposited in landfill  sites.  The real  generation  of sludge is 5,705,000
metric tons per year, when their  respective mean moistures are considered.  The
following  table  summarizes  the  generation  rates  of solid  residues  by the
Canadian industry, in 1995:

<TABLE>
<S>                   <C>                                               <C>                                 <C>

--------------------------------------------------------------------------------------------------------------------
                          Solid residues                                      Generation rates                %
                                                                        (thousands metric tons/year)
====================================================================================================================
====================================================================================================================
Sludge                Fraction of total sludge generation:                             1704                  23%
                      Primary sludge:   42%
                      Secondary sludge: 26%
                      Deinkink sludge:  12%
                      Combined sludge:  18%
                      Intake sludge:             2%
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Wood and bark                                                                          4354                  60%
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Inorganics                                                                              873                  12%
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Miscellaneous                                                                           375                   5%
====================================================================================================================
====================================================================================================================
                                                            TOTAL:                     7306                 100%
--------------------------------------------------------------------------------------------------------------------

</TABLE>

         Use  of  landfill  is  still  a  dominant  option  for  solid  residues
management.  Of the waste used as landfill,  82% goes to private  sites owned by
the paper mills instead of public landfill sites. Land-spreading, composting and
recycling  account  for  only  a  small  fraction  of  the  residues.  In  1995,
approximately  one third of the  sludge  was  burned.  A small  fraction  of the
sludge, approximately 13%, were land spread or composted, but almost half of the
total sludge generated was deposited in landfill sites. Much of the increment in
secondary sludge is used as landfill, despite the problems that secondary sludge
produces in these sites.

                                       14

<PAGE>

         Sludge  management is considered to be among the most frequent concerns
of the pulp and paper  industry.  Incineration of sludge is confirmed as a major
problem in recent  study.  A lot of mills have  chosen the use of  landfill as a
temporary  measure,  intending  to find  better ways to use sludge in the longer
term. The amount of sludge  available for  utilization in Canada is estimated by
the Pulp and Paper Research Institute of Canada, April 1997, to be 1,159,000 dry
metric tons per year. The amount of wood and bark is estimated to be 868,000 dry
metric tons per year in the same study.

         The costs of sludge and residues land filling have been  estimated with
the help of local  Canadian pulp and paper  associations.  The  estimated  costs
include handling and  transportation,  and management of the landfill site. They
exclude any  investment  or social  costs.  These costs are  estimated  to range
between $3.41 and $23.86 per wet metric ton, with a mean of approximately  $8.18
per wet metric ton.  Consequently,  the annual (1995) total direct costs of wood
residues  and sludge land  filling in Canada can be  estimated to have been more
than $37 million for the pulp and paper industry alone.

         The  amount of solid  residues  generated  by the Quebec  industry  was
estimated  in 1998 by the  Environmental  Ministry  of  Quebec  to have been 3.1
millions of wet metric tons. Of this total, the total amount of generated sludge
is 1,800,000 wet metric tons (58%) with 690,000 wet metric tons that were buried
(38%).  In Quebec,  the 1998  estimated  total direct costs of wood residues and
sludge land filling is estimated to have been more than $8.2 million.

         Much work has been done with land  application  of pulp and paper  mill
sludge  in the  last 15  years.  The  sludge  has  been  successfully  used as a
replacement  for  manure  in  agricultural  applications,  as well  as for  land
reclamation  projects.  There seems to be no  available  data about the costs of
these applications. The lowest cost method of spreading the sludge appears to be
by using dry  applications  that  eliminate the need to re-wet the sludge before
spreading.  Recent studies published by Pulp & Paper Canada, 1995, show that the
projected  costs for this approach could be reduced to $38.17 per wet metric ton
to apply approximately  36,000 wet tons onto 400 hectares.  Finally,  composting
has been examined but has not gained a lot of support as the process can require
a considerable capital investment for equipment and buildings.  Odor can also be
a problem and production  costs can be as high as $20.45 per ton, and the market
for compost is limited.

Our process

         The basis of our process is the  transformation of solid organic wastes
into steam.  Steam is the most convenient  source of energy that is used in pulp
and paper plants for heating, drying or for any other energy-intensive process.

                                       15

<PAGE>

         Our  operation  combines the service of  transporting  waste sludge and
wood residues transported from the plant to the process, solid fuel preparation,
minimizes solid fuels storage,  efficient combustion,  steam production and flue
gases treatment. The available flue gases from new and existing boilers are used
to thermally dry solid fuels and/or preheat combustion air.

         Our process offers the  possibility  to operate in mixed  combustion to
produce  steam.  The  process  is  flexible  and  easily  adapts  itself  to the
individual  conditions  of each pulp and paper mill.  The main  objective of the
flexibility and  adaptability  features of the process is to maximize the use of
components  and utilities  that are already  available on site,  and that can be
incorporated into our process. This approach aims to minimize the investment and
operational costs,  benefiting both parties.  For example,  these components and
utilities can be

               o        stocking yards;
               o        exhaust chimney;
               o        main-power to operate our system;
               o        treatment and processing of the process outputs:
               o        filtered exhaust gases;
               o        wet scrubber liquid output in the mill's waste water
                        treatment basin;
               o        solid boiler  outputs such as ash and clay for land
                        filling;
               o        electricity to operate our process;
               o        operating  control room;
               o        condensation  processing and pumping; and
               o        existing buildings to install our equipment.

         Our process was  externally  evaluated by known experts of the chemical
engineering  department  of the Ecole  Polytechnique  de  Montreal  (Engineering
School of the Montreal  University).  This scientific  evaluation of our process
validated the principles of its technology.

The product, the pricing and benefits

         The product that we sell can be steam,  only, or a combination of steam
and  electricity,  if the project  integrates a cogeneration  system.  We do not
intend to sell the system that produces the end product.  We plan merely to sell
the output:  steam and  electricity.  Our plan is to bill our customers based on
the  volume of steam  generated.  We will also  charge a  transport  fee for the
sludge  admitted  to the  process.  We will  not  charge  for the  installation,
operation  and  maintenance  of the  system.  The pricing is set on the basis of
1,000 lbs of steam  produced  and the amount of  produced  and  delivered  power
(kWh).  And will be  dependent  on the each  mill's  guarantee  to buy a minimum
amount of steam (and kWh) from us, and provide a minimum  constant  mass flow of
waste sludge and wood  residues,  if  available.  The price of the steam is also
based on the  confirmed  investment,  installation,  operating  and  maintenance
costs, financing costs of the project to us, as well as the number of components
and utilities provided to us by the pulp and paper mill.

         We will  remain the owner of the  process  and  contractually  sell the
steam  over a  period  of  time,  selected  by us to  achieve  a  return  on our

                                       16

<PAGE>

investment  with a  reasonable  built in  profit.  The pulp and  paper  mill can
capitalizes its gains at the end of the contract.  Our  responsibilities  can be
summarized as follows:

     o        design of the process taking into account available components
     o        manufacturing and subcontracting of process components
     o        installation and start-up of the process
     o        operation and maintenance of the process which can be done in
              collaboration with or by the customer's operator, supervised by
              our representative

       The customer's responsibilities can be summarized as follows:

     o        salary of the provided operator
     o        environment conformity permits for operation
     o        components and utilities that can be provided advantageously, by
              the plant

The economic benefits

         We  present  here  the   economic   aspects  for  both  parties  of  an
hypothetical  project between us and a medium size North American pulp and paper
mill.  In this  example,  we use typical  data to  illustrate  that the proposed
process generates benefits for both parties,  in a general context. We present a
simple  context  where  only  steam  is  sold to the  mill.  There  is no  power
production and no tipping fees for residues admission.

         We assume  that the  following  equipments,  labors and  utilities  are
advantageously provided by the mill:

     o        Existing sludge warehouse
     o        Process monitoring and control room
     o        Treatment of our wet  scrubber  liquid  effluent by the  existing
              primary and secondary  treatment  system o Electricity,  water
              supply and compressed air for the operation of our process
     o        Condense  pumping and treatment
     o        Ash  management and final disposal

       The following basic data are used in our evaluation:

<TABLE>
     <S>                                                                   <C>

     o        Hours of operation per year:                                 8200 hrs
     o        Cost of natural gas                                          0.10 $/Nm3
     o        Cost of electricity sold to us by the mill:                  0.04 $/kWh
     o        Total mass flow of wet sludge generated by the mill:         12.4 metric tons/hr
     o        Average moisture of mix sludge:                              59.17%
     o        Landfill cost of sludge and ashes:                           13.61 $/metric ton
     o        Current cost of steam production by the mill:                 4.37 $/1000lbs
     o        Cost of the steam sold by us to the mill:                     6.00 $/1000lbs
     o        Total mass flow of generated steam sold by our process:     40,000 lbs/hr

</TABLE>

                                       17

<PAGE>

<TABLE>
     <S>                                                                   <C>                 <C>

     o        Capital cost for this project:                                $6.1 million
     o        Annual cost of operation and maintenance for this project:    $800,000

--------------------------------------------------------------------------------------------------------------------
                   Summary of benefits for a typical pulp and paper mill                            $/year
====================================================================================================================
====================================================================================================================
Savings related to the project:
1. landfill cost of sludge                                                                         $1,384,000
2. employee for sludge management                                                                      43,000
3. material for sludge management (loader, trucks, etc.)                                               34,000
Annual  savings:                                                                                   $1,461,000
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Expenses related to the project:
1. extra cost of steam:
    cost  of  the  steam  sold  by  Biomasse   to  the  mill   40,000lbs/hr*8200
    hrs/year*6.00  $/1000lbs= $1,968,000 $/year Current cost of steam production
    by the mill 40,000lbs/hr*8200 hrs/year*4.37 $/1000lbs= $1,433,360 $/year
                                                                 534,640 $/year
Annual  expenses:                                                                                   (535,000)
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Annual benefits:                                                                                      926,000
====================================================================================================================
====================================================================================================================
                             Summary of benefits for Biomasse                                          $/year
====================================================================================================================
====================================================================================================================
Incomes related to the project:
1. minimal revenue from steam sales :
    40,000lbs/hr*8200 hrs/year*6.00 $/1000lbs=       1,968,000 $/year
Annual incomes                                                                                     $1,968,000
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Expenses related to the project:
1. cost of operation and maintenance                                                                 $800,000
    (mainly electricity, natural gas and maintenance)
2. employee for process management                                                                     30,000
3. landfill cost of ashes and inert material (mainly sand and clay)                                   239,000
Annual expenses:                                                                                  (1,069,000)
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Annual benefits:                                                                                      899,000
====================================================================================================================
====================================================================================================================
Estimated payback period:                                                                          6.78 years
====================================================================================================================
====================================================================================================================
Total annual benefits for both parties:                                                             1,825,000
--------------------------------------------------------------------------------------------------------------------

</TABLE>

The market

         The primary  target  market for our process is the North  American pulp
and paper  companies.  Once  established in this  industry,  we intend offer our
process to the wood processing industries (saw mills,  furniture  manufacturers,
etc.).  In the longer term, we plan to adapt our process to generate  power from
another  problematic  solid  residue:  the organic  fraction of municipal  solid
wastes.  After  realizing  a few  projects in North  America,  we expect to also
expand our market to other continents if opportunities are offered.

         There  are  approximately  400 pulp and paper  mills in North  America.
Based on available  studies,  these mills generate more than 19.6 million of dry
metric  tons of solid  residues  per year.  The real  generation  of  wastewater
treatment  sludge can be estimated to be 21 million of wet metric tons per year.
The total direct costs of sludge sent to landfill  sites in North America can be
estimated  to more than $200  million  annually.  A large  fraction of the North

                                       18

<PAGE>

American pulp and paper mills do not currently  attribute any enhanced  value to
this residue that we have shown can be  efficiently  transformed  into  valuable
steam and  electricity  and  contribute  significantly  to  reductions  in their
production costs.

         We also intend to capitalize on the fact that pulp and paper  companies
often operate several plants in the same state or geographic region. Once one of
our processes has been installed in one plant and its benefits become clear, the
installation  of the  process  in other  plants of the same  paper  company  can
reasonably be expected.

Marketing strategy

         We plan to install  completely  at least two  projects per year for the
next two years and three annually for the years 2003 and 2004.

         We have begun the process of  approaching  several major pulp and paper
company in Quebec and in the U.S.  Our first  objective  is to identify the most
profitable "sludge & residues-to-energy" projects in North America. To do so, we
intend to collaborate with the Ecole Polytechnique of the University of Montreal
to develop and  distribute  to potential  customers a  questionnaire  soliciting
information on their solid waste management and current disposal practices. This
survey will be oriented to allow us to perform a  preliminary  determination  of
the potentially most profitable projects. Typical required information are: flow
rate generation of sludge and other wood residues,  solid wastes disposal costs,
age of currently  used landfill and  availability  of landfill  sites,  residues
combustion  problems,  landfill site management  problems,  dewatering problems,
utility costs, fuel costs, current costs of steam production by the mill, sludge
characteristics, etc.

         We intend to  establish a direct  contact with the  management  and the
engineering  of the most  suitable  pulp and  paper  mills.  We will  offer  our
expertise and services to evaluate the  feasibility and the  profitability  of a
waste-to-energy  project, for both parties, in collaboration with the mill. This
collaboration will be dictated by involvement  agreements.  The proposed studies
could be partially or fully financed by the mills. Our analyses will be proposed
with an optimal sharing of  responsibilities,  as outlined  previously under the
product, pricing and benefits sections.

         We further  intend to promote  our  process in  industry  trade  shows,
public seminars and in industry  publications.  We will intensify this promotion
of  our  process  and  approach   once  we  have   completed   our  first  major
Waste-to-Energy project.

Employees

              We  currently  have  three  full time  employees,  all of whom are
executives.  One is engaged in financial activities,  one is in charge sales and
marketing  activities  and one is  director  of  engineering  and  research  and
development.  In  addition,  we share  two  administration  personnel  with Marc
Dufresne  (2000) Inc., at our main office in  Trois-Rivieres  Ouest.  Additional
financing permitting,  we intend to hire up to three additional employees.  None
of our employees are  represented  by a labor union.  We believe that  relations
with our employees are good.

                                       19

<PAGE>

Properties

              Our facilities are located in  approximately  2,000 square feet of
leased office space in  Trois-Rivieres  Ouest shared with Marc  Dufresne  (2000)
Inc., of which we currently occupy  approximately  400 sq. ft. with an option to
expand.  We also  share  some  office  space  in Ft.  Lauderdale.  The  lease in
Trois-Rivieres  Ouest  expires on December  31, 2001 and  provides for an annual
rental of  approximately  $4,000  and in Fort  Lauderdale  the lease  expires on
August 31, 2000 and provides for an annual rental of  approximately  $7,308.  We
have only negligible costs relating to environmental compliance laws.

                                Legal proceedings

       We are not involved in any material legal proceedings.


                                   Management

Officers and directors

     Our officers and directors are as follows:


Name                        Age           Position
----                        ---           --------
Benoit Dufresne             37            President and Director
Jean Gagnon                 55            Vice-President Finance and Secretary
                                          and Director
Taghi Zaim                  38            Director of Engineering, Research and
                                          Development

         Mr. Benoit Dufresne was educated in biotechnology  and business law and
has specialized  training in communications from the Canadian Army. He worked as
financial  director for Marc Dufresne (1978) Inc. from 1986 to 1999. During this
tenure, he managed a budget of over $10,000,000 for Sibco Inc., an international
conglomerate consisting of over 12 corporations. Mr. Dufresne was vice-president
of  Thermaltech  Afrique  S.A., a Moroccan  corporation  specializing  in energy
technology from 1994 to 1998.  Also, from 1987 and continuing until 1998, he was
president of, and active on a part-time  basis for,  Thermaltech  Canada inc., a
corporation specializing in various technologies related to the energy industry.

         Mr.  Jean  Gagnon  has more  than  twenty  years of  experience  in the
financial markets industry including,  marketing analysis, business development,
planning and organizing,  restructuring  and  reorganizing,  problem solving and
contract  negotiation.  From 1981 to 1987,  Mr. Gagnon was the director of sales
and marketing for the financing firm Borg Warner Acceptance Canada. In 1987, Mr.
Gagnon  founded  Societe  Merivel  Inc.,  a  consulting  firm   specializing  in
commercial  leasing.  The company was  responsible  for the  implementation  and
administration of many companies for which he created,  presented and negotiated
successfully  more than 3,000  contracts in commercial  leasing  activities with

                                       20

<PAGE>

different  financial  institutions.  He was  president of Societe  Merivel until
1995. In 1996,  Mr. Gagnon joined  Bombardier  Capital as director of operations
and business  development for this financing firm until 1998,  during which year
he became VP finance for the predecessor project to Biomasse.

         Mr.  Taghi  Zaim  has  a  bachelors  degree  in  engineering  from  the
University  of  Quebec  and a  masters  degree  in  applied  sciences  from  the
University of Montreal,  as well as a masters degree in Industrial Security from
the University of Quebec.  Mr. Zaim has more than fifteen years of experience in
the field of high  technology,  mostly as director of  engineering  and computer
science with the firm Omzar Technologies of Canada. Since 1995 and until joining
Biomasse in 1999,  he worked as a  consulting  engineer  for both YODA Corp.  of
Canada and IBC Corporation.

Indemnification of directors and officers

         Neither our  certificate  of  incorporation  nor our by-laws  currently
provide  indemnification to our officers or directors.  In an effort to continue
to attract  and  retain  qualified  individuals  to serve as our  directors  and
officers,   we   intend  to  adopt   provisions   providing   for  the   maximum
indemnification permitted by Florida law.

Compensation of directors

         Directors do not receive any  compensation for their service as members
of the board of directors.

Consultants

         Mr.  Rene-Jean  Lavallee is a  professional  engineer  with a degree in
chemical  engineering  from the Ecole  Polytechnique  de  Montreal  (Engineering
School of the Montreal University).  This degree is a specialty in environmental
and chemical processes.  Mr. Lavallee also holds a master's degree in combustion
engineering.  His master's degree was directed  towards the development of a new
type of furnace to achieve the efficient  combustion of various industrial solid
wastes,  especially  pulp and paper sludge.  He is the co-inventor of this newly
patented  technology.  Mr.  Lavallee  was also  involved in the  development  of
several  specialized  technologies  in  the  field  of  energy  production  from
industrial waste, waste treatment and waste stabilization.

         Abdel  Jabbar  Abouelouafa  holds  a  degree  in  administration   from
Universite du Quebec at Trois-Rivieres. He holds a master degree in second cycle
from University of Trois-Rivieres  and also had studied for a Ph.D at Universite
de Montreal.  Mr  Abouelouafa  was a teacher and research  assistant in research
management  during  1985-1986  at  Universite  du Quebec at  Trois-Rivieres  and
1986-1988  at  Universite  de  Montreal.  In 1988  and 1989 he was  director  of
planning and development for Laboratoires Zunik inc. in Montreal,  a corporation
with principal  activities in computers.  In 1989, Mr. Abouelouafa  founded, and
until 1995 was  president,  of Omzar  Technologies  inc.  a research  company in
computers  and  electronics,  which  has 60  employees  and had $17  million  in
revenues,  annually.  In 1994 and  1995 Mr.  Abouelouafa  became  president  and
chaiman of the board of Cap-Tech  Communications inc. a public company listed on
the Alberta stock exchange and specializing in computer technology as applied to

                                       21

<PAGE>

network and communications. From 1996 to 1998 Mr. Abouelouafa acted as strategic
counselor to Sofame Tech, a public  corporation  on the Alberta  Stock  Exchange
having  activities  in energy  transformation.  During 1999 and 2000 he has been
available to consult for Biomasse on strategic planning and financial affairs.

                          Security ownership of certain
                        beneficial owners and management

         The  following  table sets forth,  as of August 31,  2000,  information
regarding  the  beneficial  ownership  of our common  stock  based upon the most
recent information available to us for

     o    each person known by us to own beneficially more than five (5%)
          percent of our outstanding common stock,

     o    each of our officers and directors and

     o    all of our officers and directors as a group.

         Each  stockholder's  address is c/o Biomasse  International  Inc., 5345
St.Joseph Street, Trois-Rivieres ouest (Quebec) G9A 5M4.

                                       22

<PAGE>

<TABLE>
<S>                                 <C>                       <C>                        <C>

                                       Number of              Number of
                                     shares owned             currently exercisable
Name                                 beneficially             warrants owned
                                                              beneficially               % of total
----                                 ------------             --------------              ----------

Benoit Dufresne(1)                    2,743,041                 1,132,900                    23.8
Jean Gagnon (2)                       1,000,000                 1,205,000                    13.5
Simon Dufresne (1)                    2,001,000                   128,500                    15.5
Societe Merivel Inc.  (3)             1,000,000                     -0-                       6.6
W.A.F.A. Investment Corp  (4)         7,400,000                   400,000                    50.1
Abdel Jabbar Abouelouafa (5)             -0-                    1,205,000                     7.4
Sibco Inc. (6)                        1,000,000                     -0-                       6.6
Marc Dufresne (1978) Inc. (7)           950,565                     -0-                       6.3
Taghi Zaim                               -0-                      100,000                     0.7

All officers and directors
as a group (3 persons)                3,743,041                 2,437,900                    35.1

</TABLE>

(1)      Includes 50% of the shares owned by Sibco Inc. and 25% of the shares
         owned by Marc Dufresne (1978) Inc.
(2)      Includes the shares owned by Societe Merivel Inc.
(3)      Controlled by Jean Gagnon, our Vice President Finance.
(4)      Owned by W.A.F.A. TRUST which is controlled by the Abouelouafa family.
(5)      Mr. Abouelouafa is our consultant. Does not include shares and warrants
         held by W.A.F.A. Investment Corp.
(6)      Owned by Benoit and Simon Dufresne.
(7)      Owned 50 % by Sibco Inc.

                             Executive compensation

         From  inception  through  the fiscal year ended  September  30, 1999 no
compensation was paid to any of our executive officers.

Employment agreements

         On January 1st, 2000, Mr. Benoit Dufresne  entered into a five (5) year
employment agreement commencing January 1st, 2000. The agreement provides for an
annual salary of $85,000. Mr. Dufresne may also receive bonuses as determined by
the board of directors.

         On January  1st,  2000,  Mr. Jean Gagnon  entered  into a five (5) year
employment agreement commencing January 1st, 2000. The agreement provides for an
annual salary of $70,000.  Mr. Gagnon may also receive  bonuses as determined by
the board of directors.

                                       23

<PAGE>

         On  July  31,  2000,  Mr.  Taghi  Zaim  entered  into a five  (5)  year
employment  agreement  commencing  at the  listing of our share on OTC : BB. The
agreement  provides  for an annual  salary of $34,000  and  warrants to purchase
100,000 shares at an exercise price of $1.10 per share.

         On  April  1st,  2000,  Mr.  Abouelouada  entered  into a five (5) year
consulting agreement. The agreement provides for an annual fee of $60,000 before
the listing and $100,000 after the listing.  Mr.  Abouelouafa also received some
other benefits.

                 Certain relationships and related transactions

         During 1999 and the current  year,  the Company made  advances to Abdel
Jabbar  Abouelouafa,  Jean Gagnon and Louise St-Pierre in the amounts of $4,475,
$3,688 and $4,769  respectively,  for expenses  they may incur.  These  advanced
amounts are required to be repaid in the  following  fiscal year if the advances
exceed the incurred  expenses.  On November 29, 1999, Louise St. Pierre resigned
as Director and Vice President of legal matters.  A repayment  schedule has been
established relating to her advances.

         On April 26, 1999, the Company entered into a license rights  agreement
with Marc Dufresne  (1978) Inc., a shareholder  of the company and an affiliate.
The amount of the license agreement was $588,000. On April 26, 1999, the Company
issued 588,000 shares of common stock,  class B, to Marc DuFresne (1978) Inc., a
shareholder of the company, in settlement of the license rights agreement in the
amount of  $588,000.  The license was  capitalized  at  predecessor  cost for an
amount of $110,000  with the  difference  of  $478,000  treated as a dividend to
affiliate.  The  $478,000  dividend to  affiliate  was applied  against  paid in
capital.

         The company has a note payable  dated  September 30, 1999 in the amount
of $56,566 to Marc DuFresne (1978) Inc., a shareholder of the company. This note
is for  reimbursements  of expenditures paid by Marc DuFresne (1978) Inc. during
the fiscal year ended  September  30, 1999 on behalf of Biomasse  International,
Inc.  The note is  unsecured  and bears  interest  of prime plus two percent and
matures on September  30, 2000.  This note was  converted  into 56,565 shares in
November 1999.

         On July 7, 1999,  the Company  issued  306,000  shares of common stock,
class B, to Marc  DuFresne  (1978)  Inc.,  a  shareholder  of the company and an
affiliate,  in  settlement  of an invoice for the  purchase of  equipment in the
amount of $306,000.  The equipment was  capitalized at  predecessor  cost for an
amount of $200,000  with the  difference  of  $106,000  treated as a dividend to
affiliate.  The  $106,000  dividend to  affiliate  was applied  against  paid in
capital.

         On November 29, 1999,  the Company was advised by Marc Dufresne  (1978)
Inc., a shareholder  and affiliate,  of a financial  difficulty  concerning Marc
Dufresne  (1978) Inc. By way of a licensing  agreement dated April 26, 1999, the
Company  exercised it right to cancel the  agreement  and  repurchase  4,500,000
shares held by Marc Dufresne (1978) Inc. These shares are being held by Biomasse
International,  Inc. as treasury shares. The company also exercised its right to
acquire  all  intellectual  property  and rights  related to the  technology  to
process and dispose of waste  created by pulp and paper  companies.  The company
had a note  payable  dated  September  30, 1999 in the amount of $56,566 to Marc

                                       24

<PAGE>

DuFresne  (1978)  Inc.,  a  shareholder  of  the  company.   This  note  is  for
reimbursements  of  expenditures  paid by Marc DuFresne  (1978) Inc.  during the
fiscal year ended September 30, 1999 on behalf of Biomasse  International,  Inc.
As part of the above transaction,  it was agreed by all parties to issues 56,565
shares of stock is settlement of this note.

         Our  policy  is  to  obtain  all  supplies  and  services  on a  normal
competitive basis, but that, all things being equal, to purchase from affiliated
or related  entities.  All related  party  transactions  must be reviewed by the
board of  directors  to assure  that we are not paying  higher  than fair market
arms-length prices.


                      Disclosure of commission position on
                 indemnification for securities act liabilities

         Neither our  by-laws nor our  certificate  of  incorporation  currently
provide  indemnification to our officers or directors.  In an effort to continue
to attract  and  retain  qualified  individuals  to serve as our  directors  and
officers,   we   intend  to  adopt   provisions   providing   for  the   maximum
indemnification permitted by Florida law.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to  directors,  officers and  controlling  persons,
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against  public  policy as expressed  in the  Securities  Act and is,  therefore
unenforceable.

                            Description of securities

Authorized and outstanding stock

         Our authorized  capital stock consists of 5,000,000  shares of Class A,
$1.00 par value and 60,000,000 shares of Class B common stock,  $.001 par value.
As of July 31,  2000  there  were  15,165,188  shares  of  Class B common  stock
outstanding, which were held by approximately 55 stockholders of record.

Common stock

         Subject to legal and contractual  restrictions on payment of dividends,
the holders of common stock are entitled to receive such lawful dividends as may
be  declared  by the  board  of  directors.  In the  event  of our  liquidation,
dissolution or winding up, the holders of shares of common stock are entitled to
receive all of our remaining  assets  available for distribution to stockholders
after  satisfaction of all liabilities  and  preferences.  Holders of our common
stock do not have any preemptive,  conversion or redemption rights and there are
no sinking fund provisions applicable to our common stock. Record holders of our
common stock are entitled to vote at all meetings of  stockholders  and at those
meetings are entitled to cast one vote for each share of record that they own on
all matters on which stockholders may vote.  Stockholders do not have cumulative

                                       25

<PAGE>

voting rights in the election of our  directors.  As a result,  the holders of a
plurality  of the  outstanding  shares can elect all of our  directors,  and the
holders of the remaining shares are not able to elect any of our directors.  All
outstanding  shares of common stock are fully paid and  non-assessable,  and all
shares of common  stock to be offered  and sold in this  offering  will be fully
paid and non-assessable.

Warrants

         We  currently  have  3,629,900  warrants  outstanding,  each  of  which
entitles the registered holder thereof to purchase,  at any time until the close
of business on January 31, 2002, one share of Class B common stock at a price of
$1.10 and 1,425,000 warrants outstanding,  each of which entitles the registered
holder thereof to purchase,  at any time, one share of Class B Common stock at a
price of $.001. All of the warrants contain provisions which protect the holders
thereof  against  dilution by  adjustment  of the  exercise  price and number of
warrants,  in certain events,  such as stock dividends,  stock splits,  mergers,
sale of substantially all of our assets, and for other extraordinary events.

Transfer agent and registrar

         The  stock  transfer  agent  and  registrar  for our  common  stock  is
Intercontinental Registry and Stock Transfer,  located at 900 Buchanan blvd # 1,
Boulder City, Nevada 89005-2100.

Dividend policy

         Under  applicable  law,  dividends  may  only  be paid  out of  legally
available  funds as  proscribed by a statute,  subject to the  discretion of the
board of directors. In addition, it is currently our policy to retain internally
generated funds to support future expansion of our business.  Accordingly,  even
if we do  generate  earnings,  and  even if we are not  prohibited  from  paying
dividends,  we do not currently  intend to declare or pay cash  dividends on our
common stock for the foreseeable future.

                        Shares available for future sale

         On the date of this  prospectus,  all 2,027,711 shares included in this
prospectus will generally be freely tradable without  restriction imposed by, or
further registration under, the Securities Act for so long as this prospectus is
still current. An additional 13,137,477 shares of our common stock may be deemed
"restricted  securities,"  as that term is defined  under  Rule 144  promulgated
under the  Securities  Act.  Such shares may be sold to the  public,  subject to
volume  restrictions,  as described  below.  Commencing at various dates,  these
shares may be sold to the public without any volume  limitations.  These figures
do not include the additional 5,054,900 shares underlying currently  exercisable
warrants,  all of which will be freely  tradable  upon  exercise,  provided this
prospectus is current.

         In  general,  under Rule 144 as  currently  in  effect,  subject to the
satisfaction  of  certain  other  conditions,  a  person,  including  one of our
affiliates,  or persons whose shares are  aggregated  with  affiliates,  who has

                                       26

<PAGE>

owned  restricted  shares of common stock  beneficially for at least one year is
entitled to sell,  within any three-month  period,  a number of shares that does
not exceed 1% of the total number of  outstanding  shares of the same class.  In
the event our shares are sold on an  exchange or are  reported on the  automated
quotation system of a registered securities  association,  you could sell during
any  three-month  period  the  greater of such 1% amount or the  average  weekly
trading  volume as reported for the four  calendar  weeks  preceding the date on
which  notice of your sale is filed with the SEC.  Sales under Rule 144 are also
subject  to  certain  manner of sale  provisions,  notice  requirements  and the
availability of current public  information  about us. A person who has not been
one of our  affiliates for at least the three months  immediately  preceding the
sale and who has  beneficially  owned  shares of  common  stock for at least two
years is entitled to sell such  shares  under Rule 144 without  regard to any of
the limitations described above.

         You should note that we anticipate that our shares of common stock will
initially be included for quotation on the OTC Bulletin  Board.  Pursuant to SEC
regulations,  the OTC Bulletin Board is not  considered an "automated  quotation
system of a  registered  securities  association"  and Rule 144 will only permit
sales of up to 1% of the outstanding shares during any three month period.

                              Plan of distribution

         The sale of the shares of common stock by the selling  stockholders may
be effected by them from time to time in the over the counter  market or in such
other public forum where our shares are publicly traded or listed for quotation.
These sales may be made in negotiated transactions through the timing of options
on the  shares,  or through a  combination  of such  methods  of sale,  at fixed
prices, which may be charged at market prices prevailing at the time of sale, at
prices related to such  prevailing  market prices or at negotiated  prices.  The
selling  stockholders  may effect such  transactions by selling the shares to or
through broker-dealers,  and such broker-dealers may receive compensation in the
form of discounts,  concessions  or  commissions  from the selling  stockholders
and/or the  purchasers  of the shares  for which such  broker-dealer  may act as
agent or to whom they  sell as  principal,  or both.  The  compensation  as to a
particular broker-dealer may be in excess of customary compensation.

         The selling  stockholders and any  broker-dealers who act in connection
with the sale of the shares  hereunder may be deemed to be  underwriters  within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and any profit on any sale of the shares as principal might be deemed to
be underwriting discounts and commissions under the Securities Act.

                              Selling stockholders

         We are registering

         o        Shares of common stock purchased by investors in our 1999-2000
                  private placement offerings,

         o        a portion of the shares of common stock owned by our founders,
                  and

                                       27

<PAGE>

         o        5,054,900 shares of common stock underlying currently
                  outstanding warrants.

         Other than the costs of preparing  this  prospectus  and a registration
fee to the SEC, we are not paying any costs relating to the sales by the selling
stockholders.  Each of the  selling  stockholders,  or  their  transferees,  and
intermediaries  to whom  such  securities  may be sold  may be  deemed  to be an
"underwriter"  of the common stock offered in this  prospectus,  as that term is
defined under the  Securities  Act. Each of the selling  stockholders,  or their
transferees,  may sell these shares from time to time for his own account in the
open market at the prevailing prices, or in individually negotiated transactions
at such prices as may be agreed upon.  The net  proceeds  from the sale of these
shares by the selling  stockholders will inure entirely to their benefit and not
to ours.

         Except as indicated  below,  none of the selling  stockholders has held
any position or office,  or had any material  relationship with us or any of our
predecessors or affiliates  within the last three years, and after completion of
this  offering  will own the  amount  of our  outstanding  common  stock  listed
opposite their name. The shares  reflected by each selling  stockholder is based
upon  information  provided to us by our transfer agent and from other available
sources in August, 2000.

         These  shares  may be  offered  for sale from  time to time in  regular
brokerage  transactions in the  over-the-counter  market, or, either directly or
through brokers or to dealers,  or in private sales or negotiated  transactions,
or otherwise, at prices related to the then prevailing market prices. Thus, they
may be required to deliver a current  prospectus in connection with the offer or
sale of their shares. In the absence of a current prospectus, if required, these
shares  may  not  be  sold  publicly  without   restriction  unless  held  by  a
non-affiliate for two years, or after one year subject to volume limitations and
satisfaction of other  conditions.  The selling  stockholders are hereby advised
that  Regulation M of the General Rules and  Regulations  promulgated  under the
Securities  Exchange  Act of 1934  will be  applicable  to their  sales of these
shares.  These rules contain  various  prohibitions  against  trading by persons
interested in a distribution and against so-called "stabilization" activities.

         The selling stockholders,  or their transferees,  might be deemed to be
"underwriters"  within the meaning of Section 2(11) of the Act and any profit on
the  resale of these  shares  as  principal  might be deemed to be  underwriting
discounts  and  commissions  under the Act.  Any sale of these shares by selling
shareholders,  or  their  transferees,  through  broker-dealers  may  cause  the
broker-dealers  to be considered as  participating in a distribution and subject
to  Regulation M  promulgated  under the  Securities  Exchange  Act of 1934,  as
amended.  If  any  such  transaction  were  a  "distribution"  for  purposes  of
Regulation  M, then such  broker-dealers  might be  required  to cease  making a
market in our equity  securities  for either two or nine  trading days prior to,
and until the completion of, such activity.

<TABLE>
<S>                                               <C>                        <C>                <C>

                                                        Shares Beneficially Owned
Name of Selling Security Holder                   Before Offering            Offering            After offering

</TABLE>

                                       28

<PAGE>

<TABLE>
<S>                                                <C>                      <C>                  <C>

Marc Dufresne (1978) Inc.                             950,565               475,000              475,565
Benoit Dufresne                                     2,005,400                30,694            1,974,706
Simon Dufresne                                      1,501,000                23,020            1,477,980
Sibco inc.                                          1,000,000                15,346              984,654
W.A.F.A. Investment Corporation                     7,400,000               666,000            6,734,000
Societe Merivel Inc.                                1,000,000                15,346              984,654
9064-6167 Quebec Inc.                                 100,000                30,000               70,000
Power Group Investment Inc.                           100,000                30,000               70,000
Paul Roy                                               50,000                15,000               35,000
O.S.F.A. Corp.                                        135,000                40,500               94,500
Carole Deslongchamps                                    5,000                 1,500                3,500
Louise Gravel                                          10,000                 3,000                7,000
Paulette Landry                                         2,000                   600                1,400
Josee Landry                                            2,000                   600                1,400
Yves Landry                                             2,000                   600                1,400
Jean-Marie Landry                                       2,000                   600                1,400
Michel Felx                                             2,000                   600                1,400
Crecenzo Giannangelo                                   83,478                25,043               58,435
Francesca Piazza                                       14,348                 4,304               10,044
Francesca Piazza                                        3,897                 1,169                2,728
Maria Di Salvatore                                     10,000                 3,000                7,000
Sylvie Boulerice                                       20,000                 6,000               14,000
Jo-Ann Salerno                                          5,000                 2,200                2,800
Paola Di Salvatore                                     10,000                 3,000                7,000
Francesco Spadafora                                    13,000                 3,900                9,100
Franca Spadafora                                       10,000                 3,000                7,000
Esther Spadafora                                       20,000                 6,000               14,000
Pelino Spadafora                                       40,000                12,000               28,000
BBT Consulting Group Ltd                              500,000               150,000              350,000
Andre Desjardins                                       25,000                 7,500               17,500
Maurice Robert                                         10,000                 3,000                7,000
Francois Thibeault                                      2,000                   600                1,400
Diane Girard                                            8,000                 2,400                5,600
Claudette Girard                                        2,000                 1,300                  700
Gabriel Lussier                                         2,500                 2,500                    0
Yves Lussier                                            2,500                 2,500                    0
Jean-Benoit Gagnon                                      2,000                 2,000                    0
Lucille Gagnon                                          4,000                 4,000                    0
Mylene Gagnon                                           2,000                 2,000                    0
Danik Lavoie                                            1,500                 1,500                    0
Reynald Gagnon                                          5,000                 5,000                    0
Mohamed Bennis                                         10,000                10,000                    0
Francois Thibeault                                      2,000                 2,000                    0
Ursule Germain                                          1,000                 1,000                    0
Andree Dubuc                                            1,000                 1,000                    0
Marc Dufresne                                           1,000                 1,000                    0

</TABLE>

                                       29

<PAGE>

<TABLE>
<S>                                                    <C>                   <C>                      <C>

Polydex Inc.                                           10,000                10,000                    0
Derek Lightfoot                                         3,000                 3,000                    0
Marcel Bruneau                                          5,000                 5,000                    0
Michel Caron                                            1,000                 1,000                    0
Ethel Brenner                                           1,000                 1,000                    0
Fran Altman                                             1,000                 1,000                    0
Roger Gauvin                                            1,000                 1,000                    0
Marcel Mongrain                                        35,000                35,000                    0
Karine Hebert                                           2,000                 2,000                    0
Marilyn Bouchard                                       20,000                20,000                    0


                          Warrants Beneficially Owned*

Name of Warrant Holder                            Before Offering            Offering            After Offering

Rene-Jean Lavallee                                    100,000               100,000                    0
Benoit Dufresne                                     1,132,900             1,132,900                    0
Simon Dufresne                                        128,500               128,500                    0
Abdel Jabbar Abouelouafa                            1,205,000             1,205,000                    0
Jean Gagnon                                         1,205,000             1,205,000                    0
Louise St-Pierre                                       60,000                60,000                    0
BBT Consulting Group Ltd                              500,000               500,000                    0
Power Group Consultants LLC                           100,000               100,000                    0
Gabriel Lussier                                         2,500                 2,500                    0
Yves Lussier                                            2,500                 2,500                    0
Jean-Benoit Gagnon                                      2,000                 2,000                    0
Lucille Gagnon                                          4,000                 4,000                    0
Mylene Gagnon                                           2,000                 2,000                    0
Danik Lavoie                                            1,500                 1,500                    0
Reynald Gagnon                                          5,000                 5,000                    0
Mohamed Bennis                                         10,000                10,000                    0
Francois Thibeault                                      2,000                 2,000                    0
Ursule Germain                                          1,000                 1,000                    0
Andree Dubuc                                            1,000                 1,000                    0
Marc Dufresne                                           1,000                 1,000                    0
Jo-Ann Salerno                                          1,000                 1,000                    0
Diane Girard                                            8,000                 8,000                    0
Polydex Inc.                                           10,000                10,000                    0
Claudette Girard                                        1,000                 1,000                    0
Derek Lightfoot                                         3,000                 3,000                    0
Marcel Bruneau                                          5,000                 5,000                    0
Michel Caron                                            1,000                 1,000                    0
Ethel Brenner                                           1,000                 1,000                    0
Fran Altman                                             1,000                 1,000                    0
Roger Gauvin                                            1,000                 1,000                    0

</TABLE>

                                       30

<PAGE>

<TABLE>
<S>                                                   <C>                  <C>                       <C>

Marcel Mongrain                                        35,000                35,000                    0
Karine Hebert                                           2,000                 2,000                    0
Marilyn Bouchard                                       20,000                20,000                    0
Taghi Zaim                                            100,000               100,000                    0
Charles Abikhzer                                      100,000               100,000                    0
W.A.F.A  Investment Corp.                             400,000               400,000                    0

</TABLE>

----------

* We are registering the shares underlying the warrants. References in the chart
to before or after sale are all  references to the underlying  shares.  The list
has been presented in two parts to distinguish between the actual shares and the
shares  underlying the warrants.  Each warrant is exercisable  into one share of
Class B common stock at a price of $1.10 or $.001.

                                  Legal matters

         Certain legal matters in connection with this offering are being passed
upon by the law firm of Heller, Horowitz & Feit P.C., New York, New York.

                                     Experts

         Our audited  financial  statements as of September 30, 1999 and for the
fiscal year then ended are  included  in this  prospectus  in reliance  upon the
report of Mark Cohen C.P.A.,  an independent  certified public  accountant,  and
upon the authority of said person as an expert in accounting and auditing.

                              Available information

         Commencing  on the date of this  prospectus,  we will be subject to the
information  requirements  of the  Securities  Exchange Act of 1934, as amended.
This Act requires us to file reports,  proxy  statements  and other  information
with the  Securities  and  Exchange  Commission.  Copies of the  reports,  proxy
statements and other  information  we file can be inspected at the  Headquarters
Office of the  Securities and Exchange  Commission  located at 450 Fifth Street,
N.W., Room 1024,  Washington,  D.C. 20549 and at certain of its regional offices
at the following addresses:

     o    7 World Trade Center, 13th Floor, New York, New York 10048; and

     o    500 West Madison Street, Suite 1400, Chicago, Illinois 60661.

     Copies of the  material we file may be obtained  from the Public  Reference
Section of the Commission,  at 450 Fifth Street,  N.W.,  Room 1024,  Washington,
D.C. at  prescribed  rates.  The Public  Reference  Room can be reached at (202)
942-8090.  The Commission also maintains a web site that contains reports, proxy
and information statements and other information regarding us. This material can
be found at http://www.sec.gov.

                                       31

<PAGE>

                                Mark Cohen C.P.A.
                           1772 East Trafalgar Circle
                               Hollywood, Fl 33020
                                (954) 922 - 6042
--------------------------------------------------------------------------------





                          INDEPENDENT AUDITORS' REPORT




Board of Directors
Biomasse International, Inc.

We have audited the accompanying balance sheet of Biomasse  International,  Inc.
(a company in the  development  stage) as of September  30, 1999 and the related
statements of operations,  shareholders'  equity (deficiency) and cash flows for
the  year  ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Biomasse International, Inc. at
September 30, 1999, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  has  experienced  an  operating  loss  and
management has determined  that it will require  additional  capital to continue
funding  operations and meet its obligations as they come due. These  conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.




/s/Mark Cohen
Mark Cohen C.P.A.
A Sole Proprietor Firm


Hollywood, Florida
November 12, 1999

<PAGE>

                              INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                 BALANCE SHEET
                                AT JUNE 30, 2000

                                     Assets
                                     ------
<TABLE>

                                                                      September 30, 1999   June  30, 2000
                                                                                             (Unaudited)
<S>                                                                   <C>                  <C>
Current Assets
     Cash and cash equivalents                                             $ 56,615            $ 3,281
     Other current assets                                                    33,317             26,076

       Total current assets                                                  89,932             29,357
Property and equipment, net                                                 200,000            203,342
Other assets                                                                108,061              2,518

       Total assets                                                         397,992            235,217





                      Liabilities and Shareholder's Equity
                      ------------------------------------

Current Liabilities
     Accounts payable                                                        31,528             25,000
     Other current liabilities                                                    -             16,522
     Note Payable                                                            56,566                  -

       Total current liabilities                                             88,093             41,522

Shareholder's Equity
     Common Stock, class A, $1.00 par value; authorized                           -                  -
          5,000,000 shares; issued and outstanding 0 in 1999
          and at June 30, 2000
     Common Stock, class B, $.001 par value; authorized 55,000,000           19,135             19,135
          shares; issued and outstanding 19,135,223 in 1999 and
          19,135,223 issued, 14,745,188 outstanding at June 30, 2000
     Paid in Capital                                                        365,550            475,405
     Treasury Stock                                                               -             (4,390)
     Deficit accumulated during the development stage                       (74,786)          (296,455)

       Total Shareholder's Equity                                           309,899            193,695

        Total liabilities and shareholder's equity                        $ 397,992          $ 235,217
</TABLE>

Read the accompanying  summary of significant  accounting  policies and notes to
financial  statements,  both of which  are an  integral  part of this  financial
statement.

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                              STATEMENT OF INCOME
             FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2000



<TABLE>
                                                                                    Inception
                                                    Year Ended       For the nine   (March 19, 1999)
                                                    September 30,    months ended   through
                                                    1999             June 30, 2000  June 30, 2000
                                                    -------------    -------------  ----------------
                                                                     (Unaudited)    (Unaudited)
<S>                                                   <C>            <C>            <C>
Operating Expenses:
       Selling, general and administrative expenses     $ 74,786      $ 115,297      $ 190,083
       Loss on impairment of assets                                     106,843        106,843
                                                      -----------    -----------    -----------

Operating Loss                                           (74,786)      (222,140)      (296,926)

Other Income/(Expense)
      Interest Income                                                       470            470
                                                      -----------    -----------    -----------
  Total Other Income                                           -            470            470

Net Loss                                                 (74,786)      (221,670)      (296,456)

Basic weighted average common shares outstanding      18,836,507     15,674,915     16,940,142
                                                      ===========    ===========    ===========

Basic Loss per common share                            $ (0.0040)     $ (0.0142)     $ (0.0175)
                                                      ===========    ===========    ===========
</TABLE>

Read the accompanying  summary of significant  accounting  policies and notes to
financial  statements,  both of which  are an  integral  part of this  financial
statement.

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                       STATEMENT OF SHAREHOLDERS' EQUITY
             FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2000

<TABLE>
                                      Common Class A       Common Class B             Treasury Shares - Class B
                                      -------------- ----------------------------- -------------------------------
                                      Shares Amount  Shares    Par Value    Amount    Shares   Par Value   Amount
                                      ------ ------  --------- ---------  -------- ----------- --------- ---------
<S>                                   <C>    <C>    <C>        <C>        <C>       <C>        <C>       <C>
Balance, beginning:                      -    $ -          -                 $ -          -                    $ -

April 01, 1999
  Proceeds from the
  sale of Class B                                   17,684,723     0.001    17,685

April 01, 1999
  Contract Settlement -
  BBT Consulting Group, Inc.                           500,000     0.001       500

April 26, 1999
  Issuance of stock to
  Marc Dufresne (1978) Inc.
  for license rights                                   588,000     0.001       588
  Dividend to affiliate -
  Marc Dufresne (1978) Inc.
  for license rights

July 07, 1999
  Issuance of stock to
  Marc Dufresne (1978) Inc.
  for equipment                                        306,000     0.001       306
  Dividend to affiliate -
  Marc Dufresne (1978) Inc.
  for equipment

September 30, 1999
  Proceeds from the
  sale of Class B through                               56,500     0.001        57
  circular offering

Net loss year ended
  September 30, 1999

November 29, 1999
  Repurchased treasury
   shares from Marc Dufresne
   (1978) Inc.                  -      -          -         -         -            (4,500,000)     0.001    (4,500)
  Proceeds from the sale of
   Class B through circular
   offering                            -          -         -         -         -       3,000      0.001         3
  Issuance of stock to Marc
   Dufresne (1978) Inc. for
   settlement of note                  -          -         -         -         -      56,565      0.001        57
   payable

March 01, 2000
  Proceeds from the sale of
  Class B through circular offering    -          -         -         -         -       5,000      0.001         5

March 13, 2000
  Proceeds from the sale of
  Class B through circular offering    -          -         -         -         -       5,400      0.001         5

April 05, 2000
  Proceeds from the sale of
  Class B through circular offering    -          -         -         -         -       2,000      0.001         2

June 09, 2000
  Proceeds from the sale of
  Class B through circular offering    -          -         -         -         -      35,000      0.001        35

June 16, 2000
  Proceeds from the sale of
  Class B through circular offering    -         -          -         -         -       1,000      0.001         1

June 23, 2000
  Proceeds from the sale of
  Class B through circular offering    -         -          -         -         -       2,000    0.001           2

Net loss for the nine month period
  ended June 30, 2000
                                      ------ ------ ---------- ---------  --------  ---------  ---------  --------


Balance, ending:                          -    $ -  19,135,223  $ 0.001   $ 19,135 (4,390,035) $ 0.001   $ (4,390)
                                      ====== ====== ========== =========  ========  =========  =========  ========
</TABLE>

Read the accompanying  summary of significant  accounting  policies and notes to
financial  statement,  both of  which  are an  integral  part of this  financial
statement.

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                       STATEMENT OF SHAREHOLDERS' EQUITY
             FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2000
                                  (continued)

<TABLE>
                                                 Accumulated
                                                 Deficit during  Total
                                        Paid in  Development     Shareholder's
                                        Capital  Stage           Equity
                                        -------- -------------- -------------
<S>                                     <C>      <C>            <C>
Balance, beginning:                        $ -         $ -         $ -            $ -

April 01, 1999
  Proceeds from the
  sale of Class B                                                  17,685

April 01, 1999
  Contract Settlement -
  BBT Consulting Group, Inc.                                          500

April 26, 1999
  Issuance of stock to
  Marc Dufresne (1978) Inc.
  for license rights                    587,412                   588,000
  Dividend to affiliate -
  Marc Dufresne (1978) Inc.            (478,000)                 (478,000)
  for license rights

July 07, 1999
  Issuance of stock to
  Marc Dufresne (1978) Inc.
  for equipment                         305,694                   306,000
  Dividend to affiliate -
  Marc Dufresne (1978) Inc.            (106,000)                 (106,000)
  for equipment

September 30, 1999
  Proceeds from the
  sale of Class B through                56,444                    56,500
  circular offering

Net loss year ended
  September 30, 1999                               (74,786)       (74,786)

November 29, 1999
  Repurchased treasury
   shares from Marc Dufresne
   (1978) Inc.                                                     (4,500)
  Proceeds from the sale of
   Class B through circular
   offering                               2,997          -          3,000
  Issuance of stock to Marc
   Dufresne (1978) Inc. for
   settlement of note                    56,509          -         56,566
   payable

March 01, 2000
  Proceeds from the sale of
  Class B through circular offering       4,995          -          5,000

March 13, 2000
  Proceeds from the sale of
  Class B through circular offering       5,395          -          5,400

April 05, 2000
  Proceeds from the sale of
  Class B through circular offering       1,998          -          2,000

June 09, 2000
  Proceeds from the sale of
  Class B through circular offering      34,965          -         35,000

June 16, 2000
  Proceeds from the sale of
  Class B through circular offering         999          -          1,000

June 23, 2000
  Proceeds from the sale of
  Class B through circular offering       1,998          -          2,000

Net loss for the nine month period
  ended June 30, 2000                         -   (221,669)      (221,669)
                                        --------  ---------    -----------


Balance, ending:                       $ 475,405 $ (296,455)    $ 193,695
                                        ========  =========    ===========
</TABLE>

Read the accompanying  summary of significant  accounting  policies and notes to
financial  statement,  both of  which  are an  integral  part of this  financial
statement.

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENT OF CASH FLOWS
             FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2000

<TABLE>
                                                                                                              Inception
                                                                                                           (March 19, 1999)
                                                      For the year ended       For the nine months ended       through
                                                      September 30, 1999          June 30, 2000             June 30, 2000
                                                      ------------------       -------------------------   -----------------
                                                                                   (Unaudited)                (Unaudited)
<S>                                                      <C>                    <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                            $ (74,786)                   $ (221,669)            $ (296,455)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
            Depreciation and amortization                        3,157                           370                  3,527
            Loss on Impairment of asset                              -                       106,843                106,843
            Issuance of stock for settlement of note                                                                 56,566
Changes in Operating assets and liabilities:
            Accounts Receivable                                (17,385)                       17,385                      0
            Other Current Assets                               (15,932)                      (10,144)               (26,076)
            Other Assets                                        (1,218)                       (1,300)                (2,518)
            Accounts Payable and Accrued Liabilities            31,528                         9,994                 41,522
                                                       ----------------        -------------------------   -----------------

Net cash provided by/(used in) operating activities            (74,636)                      (98,523)              (116,593)


CASH FLOWS FROM INVESTING ACTIVITIES:

            Purchase of property and equipment                       -                        (3,711)                (3,711)
                                                       ----------------        -------------------------   -----------------

Net cash provided by/(used in) investing activities                  -                        (3,711)                (3,711)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                    56,566                             -                      -
  Purchase of treasury stock                                         -                        (4,500)                (4,500)
  Sales of common stock                                         74,685                        53,400                128,085
                                                       ----------------        -------------------------   -----------------

Net cash provided by/(used in) financing activities            131,251                        48,900                123,585
                                                       ----------------        -------------------------   -----------------


Net increase (decrease) in cash and cash equivalents            56,615                       (53,334)                 3,281
Cash and cash equivalents, beginning of period                       -                        56,615                      -
                                                       ----------------        -------------------------   -----------------

Cash and cash equivalents, end of period                      $ 56,615                       $ 3,281                $ 3,281
                                                       ================        =========================   =================
</TABLE>

Read the accompanying  summary of significant  accounting  policies and notes to
financial  statement,  both of  which  are an  integral  part of this  financial
statement.

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
              FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2000





Basis of accounting:
    Biomasse International, Inc. prepares its financial statements in accordance
    with  generally  accepted  accounting  principles.  This basis of accounting
    involves the application of accrual accounting;  consequently,  revenues and
    gains are  recognized  when earned,  and expenses and losses are  recognized
    when incurred. Financial statement items are recorded at historical cost and
    may not necessarily represent current values.

Management estimates:
    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make estimates and
    assumptions  that  affect the  reported  amounts of assets and  liabilities,
    disclosure of contingent assets and liabilities at the date of the financial
    statements,  and the reported  amounts of revenues  and expenses  during the
    reporting period.  Certain amounts included in the financial  statements are
    estimated based on currently available information and management's judgment
    as to the outcome of future  conditions  and  circumstances.  Changes in the
    status of certain facts or circumstances could result in material changes to
    the estimates  used in the  preparation  of financial  statements and actual
    results  could differ from the estimates  and  assumptions.  Every effort is
    made to ensure the integrity of such estimates.

Fair value of financial instruments:
    The carrying amounts of cash and equivalents,  accounts receivable, accounts
    payable and accrued liabilities approximate their fair values because of the
    short duration of these instruments.

Impairment of long-lived assets:
    Long-lived assets and certain identifiable  intangibles held and used by the
    Company  are   reviewed   for  possible   impairment   whenever   events  or
    circumstances   indicate  the  carrying  amount  of  an  asset  may  not  be
    recoverable. Intangible assets have been written down to their net estimated
    realizable value.

Cash and cash equivalents:
    The Company considers all highly liquid investments with original maturities
    of ninety days or less to be cash and cash equivalents. Such investments are
    valued at quoted market prices.

Receivables:
    The Company  believes that the carrying  amount of  receivables  at June 30,
    2000 approximates the fair value at such date.

Property, equipment and depreciation:
    Property and  equipment  are stated at cost less  accumulated  depreciation.
    Depreciation is computed using the  straight-line  method over the estimated
    useful  lives as  follows  when the  property  and  equipment  is  placed in
    service:

                                                            Estimate Useful Life
                                                                  (In Years)

                  Office Furniture and Equipment                     10
                  Machinery and Equipment                            20
                  Computer Equipment                                  3

<PAGE>


    The  cost of  fixed  assets  retired  or sold,  together  with  the  related
    accumulated  depreciation,  are  removed  from  the  appropriate  asset  and
    depreciation  accounts,  and the  resulting  gain or loss is included in net
    earnings.

    Repairs  and  maintenance  are  charged  to  operations  as  incurred,   and
    expenditures  for  significant  improvements  are  capitalized.  The cost of
    property  and  equipment   retired  or  sold,   together  with  the  related
    accumulated  depreciation,  are  removed  from  the  appropriate  asset  and
    depreciation  accounts,  and the  resulting  gain or  loss  is  included  in
    operations.

Per share amounts:
    Loss per share is  computed  by dividing  net loss by the  weighted  average
    number of shares outstanding throughout the year.

Recent Accounting Pronouncements:
    The  Statement  of  Financial  Accounting  Standards  Board  (SFAS) No. 130,
    "Reporting  Comprehensive  Income," was issued by the  Financial  Accounting
    Standards  Board (FASB) in June 1997. This Statement  establishes  standards
    for the reporting and display of  comprehensive  income and its  components.
    Comprehensive  income  including,   among  other  things,  foreign  currency
    translation   adjustments  and  unrealized   gains  and  losses  on  certain
    investments  in debt and  equity  securities.  Also in June  1997,  the FASB
    issued SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
    Information." This Statement establishes standards for reporting information
    about operating segments in annual financial  statements,  and requires that
    an  enterprise  report  selected  information  about  operating  segments in
    interim  reports  issued  to  shareholders.  Both of  these  Statements  are
    effective for fiscal periods  beginning after December 15, 1997. The Company
    does not expect the adoption of these  statements to have a material  impact
    on its financial condition or results of operations.

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
              FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2000

1.       Organization and business
         Biomasse International,  Inc., was incorporated in the State of Florida
         on March 19,  1999.  The company has  acquired a unique  technology  to
         process and dispose of the waste created by pulp and paper companies in
         an  efficient  and  environmentally-friendly  way.  The pulp and  paper
         industry in Canada is facing many challenges  caused by an increasingly
         competitive  world market.  Pulp and paper plants in Canada are lagging
         behind their  competitors in the U.S.A.  and Europe in productivity and
         in quality of their  products.  The industry is now in a  restructuring
         phase to reduce its costs of  operations  and  diversify  its  products
         line. The industry is also  increasingly  scrutinized by  environmental
         agencies  as  this  industry  is  a  major  producer  of  toxic  waste.
         Environmental  regulations  are  becoming  tighter  and the  public  is
         becoming more environmentally-conscious. Biomasse International, Inc.'s
         technology  addresses  both  problems:  to eliminate the toxic waste by
         incinerating  it and then  from the waste  material  to  produce  steam
         energy which can be used for the  operation of machinery in the plants.
         The  plant  thus  saves  the cost of  trucking  the  waste  to  distant
         locations  to bury it,  and at the same  time it  eliminates  the waste
         completely, meeting the most stringent environmental concerns.

2.       Concentrations of credit risk
        Financial   instruments  which   potentially   subject  the  Company  to
        concentrations  of  credit  risk  consist   principally  of  cash,  cash
        equivalents  and accounts  receivable.  The credit risk  associated with
        cash and cash equivalents is considered low due to the credit quality of
        the financial institutions.  The Company maintains, when appropriate, an
        allowance  for  uncollectible   accounts   recievable.   Therefore,   no
        additional  credit risk beyond amounts provided for collection losses is
        believed inherent in the Company's accounts  receivable and to date have
        been within management's expectations.

3.       Details of financial statement components
<TABLE>
                                                       September 30, 1999     June 30, 2000
                                                       ------------------     -------------
<S>                                                     <C>                   <C>
    Other current assets:
       Due from Federal Tax Authority                           $               $  1,033
       Due from Provincial Tax Authority                                           1,122
       Advances due from A. Abouelouafa                                            1,174
       Loan receivable - A. Abouelouafa                                            7,470
       Other receivables                                                          17,385
       Employee advances                                          15,932          15,277
                                                                --------        --------
                                                                $ 33,317        $ 26,076

    Property and equipment:
       Furniture & Fixtures                                     $               $  1,638
       Computer Equipment                                                          2,074
       Equipment                                                 200,000         200,000
                                                                --------        --------
       (Acquired from affiliate and recorded at                  200,000         203,712
       predecessor basis with the cost over such
       basis recorded as a dividend to affiliate)
       Accumulated depreciation                                        0             370
                                                                --------        --------
                                                                $200,000        $203,342
        Other Assets:
           License rights                                       $110,000        $   --
           (Acquired from affiliate and recorded at
           predecessor basis with the cost over such
           basis recorded as a dividend to affiliate)
           Accumulated amortization                                3,157
                                                                --------        --------
                                                                 106,843            --

           Security Deposit                                        1,218           2,518
                                                                --------        --------
                                                                 108,061           2,518
</TABLE>
<PAGE>

           On November 29, 1999, the Company was advised by Marc Dufresne (1978)
           Inc., a majority shareholder and affiliate, of a financial difficulty
           concerning Marc Dufresne (1978) Inc.. By way of a licensing agreement
           dated April 26,  1999,  the Company  exercised it right to cancel the
           agreement.  The license right which was  previously  capitalized  was
           written down to zero.  The total loss on  impairment to asset equaled
           $106,843 (refer to note 6 - repurchase of stock from  shareholder and
           note 7).

4.       Commitments, contingencies and litigation
        Employment Contracts:
           On April  01,  1999,  the  Company  executed  a one  year  employment
           agreement  (which  was to  start  on  January  01,  2000 and has been
           amended to start on the date the company's stock is listed on the OTC
           bulletin board) with its President,  Vice President  Technical,  Vice
           President  Strategic  Matter,  Vice  President  Finance  and the Vice
           President  Legal  Matters.  On November 29, 1999,  the Vice President
           Legal  Matters  and  Vice  President  Technical  resigned  and  their
           employment  contracts  were  cancelled.  On March 31, 2000,  the Vice
           President  Strategic Matters resigned and the employment contract was
           cancelled.

        Year 2000 compliance:
           The year 2000 issue is the result of computer  programs being written
           using two (2) digits  rather than four (4) digits to define the year.
           Any of the  Company's  computer  programs  that  have  date-sensitive
           software may recognize a date using "00" as the year 1900 rather than
           2000.  This  problem  could  force  computers  to either shut down or
           provide  incorrect data or information.  The Company utilizes generic
           software programs  developed,  maintained and upgraded by independent
           computer  software  providers.  In  response  to the year 2000 issue,
           management  is of the opinion that the  providers  of these  software
           programs will resolve the date  sensitive  issue so that all critical
           systems  will be in  compliance  prior to the year 2000.  The Company
           does not anticipate any material adverse impact on the business.

        Going Concern:
           The accompanying financial statements have been prepared assuming the
           Company will continue as a going concern.  The company reported a net
           loss of $221,670  for the nine month  period  ended June 30, 2000 and
           $74,786 for the year ended  September  30,  1999.  As reported on the
           statement of cash flows,  the Company  incurred  negative  cash flows
           from operating  activities of $116,593 from inception.  To date, this
           has  been  financed  principally  through  the sale of  common  stock
           ($128,085). Additional capital and/or borrowings will be necessary in
           order for the Company to continue in existence  until  attaining  and
           sustaining profitable operations.

<PAGE>

5.       Comprehensive income (loss)
          The Company adopted Statement of Financial Accounting Standards (SFAS)
          No.  130,  "Reporting  Comprehensive  Income".  SFAS  130  establishes
          standards for the reporting and display of comprehensive income (loss)
          and its components in the financial  statements.  The adoption of this
          statement did not result in a change in the Company's disclosure.

6.       Related Parties
         Advance to Officers:
           During 1999 and the current year,  the Company made advances to Abdel
           Jabbar  Abouelouafa,  Jean Gagnon and Louise St Pierre in the amounts
           of $4,,315,  $6,193 and $4,769  respectively  for  expenses  they may
           incur.  These  advanced  amounts  are  required  to be  repaid in the
           following  fiscal year if the advances exceed the incurred  expenses.
           On November 29, 1999, Louise St. Pierre resigned as Director and Vice
           President of Legal Matters. A repayment schedule has been established
           relating to her advances. On March 31, 2000, Abdel Jabbar Abouelouafa
           resigned as Director  and Vice  President  of  Strategic  Matters.  A
           repayment schedule has been established relating to his advances.

         License rights:
           On  April  26,  1999,  the  Company  entered  into a  license  rights
           agreement  with Marc  DuFresne  (1978)  Inc.,  a  shareholder  of the
           company and an  affiliate.  The amount of the license  agreement  was
           $588,000.  On April 26, 1999, the Company issued  588,,000  shares of
           common stock, class B, to Marc DuFresne (1978) Inc., a shareholder of
           the company,  in  settlement of the license  rights  agreement in the
           amount of $588,000.  The license was capitalized at predecessor  cost
           for an amount of $110,000 with the difference of $478,000  treated as
           a dividend to  affiliate.  The  $478,000  dividend to  affiliate  was
           applied against paid in capital.

         Note payable to stockholder:
           The company has a note payable dated September 30, 1999 in the amount
           of $56,566 to Marc DuFresne  (1978) Inc., a majority  shareholder  of
           the company.  This note is for reimbursements of expenditures paid by
           Marc DuFresne  (1978) Inc. during the fiscal year ended September 30,
           1999 on behalf of Biomasse International,  Inc. The note is unsecured
           and bears interest of prime plus two percent and matures on September
           30, 2000.

         Issuance of stock for equipment:
           On July 07, 1999,  the Company issued 306,000 shares of common stock,
           class B, to Marc DuFresne (1978) Inc., a majority  shareholder of the
           company  and an  affiliate,  in  settlement  of an  invoice  for  the
           purchase of equipment in the amount of $306,000.  The  equipment  was
           capitalized  at  predecessor  cost for an amount of $200,000 with the
           difference  of  $106,000  treated as a  dividend  to  affiliate.  The
           $106,000 dividend to affiliate was applied against paid in capital.

         Repurchase of shares from stockholder:
           On November 29, 1999, the Company was advised by Marc Dufresne (1978)
           Inc., a majority shareholder and affiliate, of a financial difficulty
           concerning Marc Dufresne (1978) Inc.. By way of a licensing agreement
           dated April 26,  1999,  the Company  exercised it right to cancel the
           agreement  and  repurchase  4,500,000  shares held by Marc  Dufrresne
           (1978) Inc..  These shares are being held by Biomasse  International,
           Inc. as treasury  shares.  The company  also  exercised  its right to
           acquire  all   intellectual   property  and  rights  related  to  the
           technology  to process and dispose of waste created by pulp and paper
           companies. The company had a note payable dated September 30, 1999 in
           the  amount of  $56,566  to Marc  DuFresne  (1978)  Inc.,  a majority
           shareholder  of the  company.  This  note  is for  reimbursements  of
           expenditures paid by Marc DuFresne (1978) Inc. during the fiscal year
           ended September 30, 1999 on behalf of Biomasse International, Inc. As
           part of the above transaction, it was agreed by all parties to issues
           56,565 shares of stock is settlement of this note.

7.       Loss on impairment of asset:
           On November 29, 1999, the Company was advised by Marc Dufresne (1978)
           Inc., a majority shareholder and affiliate, of a financial difficulty
           concerning Marc Dufresne (1978) Inc.. By way of a licensing agreement
           dated April 26,  1999,  the Company  exercised it right to cancel the
           agreement.  The license right which was  previously  capitalized  was
           written down to zero.  The total loss on  impairment to asset equaled
           $106,843.

8.       Income Taxes
           The Company did not  provide  any current or deferred  United  States
           federal,  state or foreign  income tax  provision  or benefit for the
           period  presented  because it has experienced  operating losses since
           inception. The Company has provided a full valuation allowance on the
           deferred  tax  asset,  consisting  primarily  of net  operating  loss
           carryforwards, because of uncertainty regarding its realizability.

9.       Shareholder's equity
         Common stock
           The Company  has  5,000,000  shares of class A common  stock which to
           date have never been issued.  Management has no intent of issuing any
           of these  shares  and will be  canceling  these  shares  by filing an
           amendment  to  the  articles  of  incorporation  with  the  State  of
           Delaware.

           On April 01, 1999,  the Company issued  17,684,723  shares of Class B
           common stock to founding shareholder's at a price of $.001.

           On April 01,  1999,  the  Company  issued  500,000  shares of Class B
           common stock to BBT Consulting Group, Inc. as part of its contractual
           agreement to obtain a (NASD) OTC Bulletin Board listing of its common
           shares.  Each  warrant  entitles  the  registered  holder  thereof to
           purchase at any time one share of common stock at a price of $.001.

           On April 26, 1999, the Company issued 588,,000 shares of common stock
           of Class B, at a price of $1.00 per share,  to Marc  DuFresne  (1978)
           Inc., a  shareholder  of the company,  in  settlement  of the license
           rights agreement in the amount of $588,000.

            On July 07, 1999,  the Company issued 306,000 shares of common stock
           of Class B to Marc DuFresne  (1978) Inc., a majority  shareholder  of
           the company and an  affiliate,  in  settlement  of an invoice for the
           purchase of equipment in the amount of $306,000.

           On September 30, 1999,  the Company,  in accordance  with it offering
           circular to sell no less than 200,000 and up to 1,250,000 units (each
           unit  consisting  of one (1) share of common stock and (1)  warrant),
           sold 56,500 shares of common stock at a price of $1.00 per share.

           On November 29, 1999, the Company issues 56,565 shares of stock stock
           of Class B, at a price of $1.00 per share,  as  settlement  of a note
           payable  dated  September  30,  1999 in the amount of $56,566 to Marc
           DuFresne  (1978) Inc., a majority  shareholder  of the company.  This
           note is for  reimbursements  of  expenditures  paid by Marc  DuFresne
           (1978) Inc. during the fiscal year ended September 30, 1999 on behalf
           of Biomasse International, Inc.

           From November 29, 1999 to June 23, 2000,  the Company,  in accordance
           with it  offering  circular  to sell no less than  200,000  and up to
           1,250,000  units  (each  unit  consisting  of one (1) share of common
           stock and (1) warrant), sold 53,400 shares of common stock at a price
           of $1.00 per share.


<PAGE>


     Shareholder's equity (continued):

         Treasury stock
           On November 29, 1999, the Company was advised by Marc Dufresne (1978)
           Inc., a majority shareholder and affiliate, of a financial difficulty
           concerning Marc Dufresne (1978) Inc.. By way of a licensing agreement
           dated April 26,  1999,  the Company  exercised it right to cancel the
           agreement  and  repurchase  4,500,000  shares held by Marc  Dufrresne
           (1978)  Inc at $0.001  per  share.  These  shares  are being  held by
           Biomasse International, Inc. as treasury shares. The company uses the
           cost method of accounting  for treasury  stock.  The company plans to
           make these  shares  available  first for sale  through  its  circular
           offering and also before any other  unissued  common shares are sold.
           The total  number of treasury  shares  available at March 31, 2000 is
           4,430,000.

10.      Warrants and options
         On  April  01,  1999,  the  Company  issued  500,000  warrants  to  BBT
         Consulting Group, Inc. as part of its contractual agreement to obtain a
         (NASD) OTC Bulletin  Board listing of its common  shares.  Each warrant
         entitles  the  registered  holder  thereof to  purchase at any time one
         share of common stock at a price of $.001.

         On April 01, 1999, the Company issued 100,000 warrants to Mr. Rene-Jean
         Lavallee for advisory  services.  Each warrant  entitles the registered
         holder  thereof to purchase at any time one share of common  stock at a
         price of $.001.  On this date Mr.  Lavallee was considered an unrelated
         third party.

         On September  30, 1999,  the Company,  in  accordance  with it offering
         circular to sell no less than 200,000 and up to  1,250,000  units (each
         unit consisting of one (1) share of common stock and (1) warrant), sold
         56,500 shares of common  stock.  Each warrant  entitles the  registered
         holder  thereof to purchase  at any time from the date of the  offering
         until the close of business January 31, 2002, one share of common stock
         at a price of $1.10.

         From  November  29,  1999  through  June  23,  2000,  the  Company,  in
         accordance  with it offering  circular to sell no less than 200,000 and
         up to 1,250,000  units (each unit consisting of one (1) share of common
         stock and (1)  warrant),  sold  53,400  shares of  common  stock.  Each
         warrant entitles the registered  holder thereof to purchase at any time
         from the date of the offering  until the close of business  January 31,
         2002, one share of common stock at a price of $1.10.

         On April 01, 2000,  the Company  issued  1,000,000  warrants to A Abdel
         Jabbar Abouelouafa as part of a contractual  consulting agreement.  The
         warrants are  exercisable  at $1.10 per share and expire on January 31,
         2002.

         On  April  01,  1999,  the  Company,   pursuant  to  certain  executive
         employment  contracts,  issued 725,000 warrants to senior executives of
         the Company at an exercise price of $.001 per share.

         On March 02,  2000,  the  Company,  pursuant  an  executive  employment
         contract,  issued  500,000  warrants  to Mr.  Rene-Jean  Lavallee.  The
         warrants are exercisable at $1.10 per share. 166,667 warrants expire on
         April 30, 2001,  166,667  warrants expire on April 30, 2002 and 166,666
         warrants expire on April 30, 2003.

         On April 01,  2000,  the  Company,  pursuant  an  executive  employment
         contract,  issued  1,000,000  warrants  to its  President,  Mr.  Benoit
         Dufresne. The warrants are exercisable at $1.10 per share and expire on
         January 31, 2002.


<PAGE>


     Warrants and options (continued):
         On April 01,  2000,  the  Company,  pursuant  an  executive  employment
         contract,  issued 1,000,000 warrants to its Vice President Finance, Mr.
         Jean Gagnon The warrants are  exercisable at $1.10 per share and expire
         on January 31, 2002.

          In October  1995,  the  Financial  Accounting  Standards  Board issued
          Statement  of  Financial   Accounting   Standards  ("SFAS")  No.  123,
          "Accounting for Stock-Based Compensation".  The Company has determined
          that it will continue to account for employee stock-based compensation
          under Accounting Principles Board No. 25 and elect the disclosure-only
          alternative under SFAS No. 123.

                                                                  Nine months
         FAS 123 "Accounting for stock             Year ended       ended
         based compensation                        Sept 30, 1999  June 30, 2000
                                                   -------------  -------------
         Paragraph 47 (a)

1        Beginning of year - outstanding
     i        number of options                              0      725,000
     ii       weighted average exercise price                0         .001
2        End of year - outstanding
     i        number of options                        725,000    3,225,000
     ii       weighted average exercise price             .001         1.00
3        End of year - exercisable
     i        number of options                        725,000      725,000
     ii       weighted average exercise price             .001         1.00
4        During the year - Granted
     i        number of options                        725,000    2,500,000
     ii       weighted average exercise price             .001         1.10
5        During the year - Exercised
     i        number of options                              0            0
     ii       weighted average exercise price                0            0
6        During the year - Forfeited
     i        number of options                              0            0
     ii       weighted average exercise price                0            0
7        During the year - Expired
     i        number of options                              0            0
     ii       weighted average exercise price                0            0
   Paragraph  47 (b)  Weighted-average  grant-date
   fair value of options granted during the year:
     1     Equals market price                               0            0
     2     Exceeds market price                            .53            0
     3     Less than market price                          .99          .99

   Paragraph 47(C)Equity instruments other than options   none         none

   Paragraph 47(d)  Description of the method and
   significant assumptions used during the year to
   estimate the fair value of options:
     1     Weighted average risk-free interest rate      6.00%        6.00%
     2     Weighted average expected life (in months)   33.16        34.00
     3     Weighted average expected volatility          0.00%        0.00%
     4     Weighted average expected dividends           0.00         0.00

<PAGE>

     Warrants and Options (continued):

   Paragraph 47(e) Total compensation cost recognized        0            0
   in income for stock-based employee compensation awards.

   Paragraph  47(f) The terms of significant              none         none
   modifications of outstanding  awards.

   Paragraph 48 - Options outstanding at the date of
   the latest statement of financial position presented:
     1. (a) Range of exercise prices                  $0.001-$1.10  $0.001-$1.10
        (b) Weighted-average exercise price                   .001          1.00
     2. Weighted-average remaining contractual               21.44         28.00
        life (in months)

                                                                     Inception
                                                 Nine months       Mar. 19, 1999
                                 Year ended         ended             Through
                               Sept. 30, 1999   June 30, 2000      June 30, 2000
                               --------------   -------------      -------------
     Net Income after
       proforma effect           (799,061)           (221,670)       (1,020,731)
     Earnings per share
       after proforma effect   $  (0.0510)      $     (0.0141)     $    (0.0603)

11.      Earnings (Loss) per common share
         Basic earnings (loss) per share is computed using the  weighted-average
         number of common  shares  outstanding  during the  period.  Options and
         warrants are not considered since  considering such items would have an
         antidilutive effect.

<PAGE>

<TABLE>
<S>                                                                  <C>

You should only rely on the information contained in
this document or other information that we refer you
to.  We have not authorized anyone to provide you
with any other information that is different.  You
should note that even though you received a copy  of                 7,082,611 Shares of Common Stock
this Prospectus, there may have been changes in our
affairs since the date of this Prospectus.  This
Prospectus does not constitute an offer to sell
securities in any jurisdiction in which such offer
or solicitation is not authorized
                                                                    BIOMASSE INTERNATIONAL INC.


TABLE OF CONTENTS                          PAGE


Risk Factors                                2                       PROSPECTUS
Special Note Regarding
    Forward-Looking Statements              7
Summary Historical Financial
    Information                             8
Plan of Operations                          9
Use of Proceeds                            12
Business                                   13
Management                                 20
Security Ownership of Certain
    Beneficial Owners and Management       22
Executive Compensation                     22
Certain Relationships and
    Related Transactions                   23
Disclosure of Commission Position
    on Indemnification for Securities
    Act Liability                          23
Description of Securities                  23
Plan of Distribution                       25
Selling Stockholders                       26
Legal Matters                              28
Experts                                    28
Available Information                      29
Index to Financial Statements............. F-                     _____________ , 2000

</TABLE>
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other expenses of issuance and distribution

         The following statement sets forth the estimated expenses in connection
with the offering described in the Registration Statement,  all of which will be
borne by the Registrant.

Securities and Exchange Commission Fee ................           $   2,003
Accountants' Fees .....................................           $  11,000
Legal Fees ............................................           $  25,000
Company's Administrative Expenses .....................           $  30,000
Printing  and  engraving ..............................           $   5,000
Miscellaneous .........................................           $   3,997

        Total                                                     $  77,000
                                                                    =======

Item 14.          Indemnification of directors and officers.


          Neither our By-Laws nor our  Certificate  of  Incorporation  currently
provide  indemnification to our officers or directors.  In an effort to continue
to attract  and  retain  qualified  individuals  to serve as our  directors  and
officers,   we   intend  to  adopt   provisions   providing   for  the   maximum
indemnification permitted by Florida law.

Item 15.          Recent sales of unregistered securities

          On  April  1,  1999,  the  Company  issued  500,000  warrants  to  BBT
Consulting  Group,  Inc.  as part of its  contractual  agreement  to  assist  in
obtaining  an (NASD) OTC  Bulletin  Board  listing of its  common  shares.  Each
warrant entitles the registered holder thereof to purchase at any time one share
of common stock at a price of $.001.

         Between  September  30,  1999,  and March 13,  2000,  the  Company,  in
accordance  with its  offering  circular to sell no less than  200,000 and up to
1,250,000  units at a price of $1.00 per unit (each unit  consisting  of one (1)
share of common stock and (1) warrant),  sold an aggregate of 69,400 units. Each
warrant entitles the registered  holder thereof to purchase at any time from the
date of the offering until the close of business  January 31, 2002, one share of
common  stock  at a price  of  $1.10.  All of the  units  were  sold to non U.S.
residents pursuant to the exemption contained in Regulation S.

<PAGE>

         Pursuant to certain executive employment contracts, options to purchase
825,000 shares of common stock were granted to senior  executives of the Company
at an exercise  price of $.001 per share.  The total dollar value of the options
at the date of grant was $825.  The fair market value of the company's  stock on
the date of grant was determined to be $.001.

         In October  1995,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 123,  "Accounting for
Stock-Based  Compensation".  The Company has determined that it will continue to
account for employee stock-based  compensation under Accounting Principles Board
No. 25 and elect the disclosure-only alternative under SFAS No. 123.

Item 16.          Exhibits and financial statements schedules.


     3.1       Certificate of Incorporation, as amended*
     3.2       By-Laws
     4.1       Specimen Common Stock Certificate
     4.2       Specimen Warrant Certificate
     5         Opinion of Heller, Horowitz & Feit P.C.*
     10.1      Leases
     10.2      Employment Agreement with Benoit Dufresne
     10.3      Employment Agreement with Jean Gagnon
     10.4      Employment Agreement with Taghi Zaim
     10.5      Consulting Agreement with Abdel Jabbar Abouelouafa
     10.6      License rights agreement with Marc DuFresne (1978) Inc.
     10.7      Consulting Agreement with BBT Consulting Group, Inc.
     23.1      Consent of Heller, Horowitz & Feit, P.C. (included in the Opinion
               filed as Exhibit 5)
     23.2      Consent of Mark Cohen, C.P.A.
     27        Financial data schedule
___________________
* To be filed by amendment


Item 17.          Undertakings.

         The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which it offers or sells  securities,  a
post-effective amendment to this registration statement to:

          (i)  Include  any  prospectus  required  by  section  10(a)(3)  of
the Securities Act;

<PAGE>

         (ii) Reflect in the prospectus any facts or events which,  individually
or  together,   represent  a  fundamental  change  in  the  information  in  the
registraion  statement;  and  notwithstanding  the  foregoing,  any  increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  and of the  estimated  maximum  offering  range  may be
reflected  in the form of  prospectus  filed with  Commission  pursuant  to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

         (iii)  Include any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material  change to such  information in the  registration  statement  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included  in  post-effective  amendment  by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the registration statement.

         (iv) Include any additional or changed material information on the plan
of distribution.

     (2)  For  determining  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  as a new  registration  statement  of the  securities
offered and the offering of the  securities  at that time to be the initial bona
fide offering.

     (3) File a post-effective  amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

                                      II-IV

<PAGE>

                                   SIGNATURES

     In accordance  with the  requirements of the Securities Act, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  of  filing  on Form  SB-2  and has  authorized  this  registration
statement  or amendment  to be signed on its behalf by the  undersigned,  in the
City of Montreal on the ___ day of _________, 2000.

BIOMASSE INTERNATIONAL INC.


By:
   ---------------------------------------

     In  accordance   with  the   requirements   of  the  Securities  Act,  this
registration  statement or amendment was signed by the following  persons in the
capacities and on the dates stated:

Signature                    Title                            Date
----------                   -----                           ------


By:/s/Benoit Dufresne        President and Director          October 20, 2000
      Benoit Dufresne


By:/s/Jean Gagno             Vice President Finance          October 20, 2000
      Jean Gagnon            and Director


                                      II-V

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 3.2 - BY-LAWS
<TEXT>




                                    BY - LAWS

                                       OF

                           BIOMASSE INTERNATIONAL INC.

                         ------------------------------



                       ARTICLE I - MEETING OF SHAREHOLDERS


Section 1. Annual  Meeting.  The annual  shareholder  meeting of the above named
corporation will be on the 31th day of March, of each year or at such other time
and place as designated by the Board of Directors of the above named corporation
provided that if said day falls on a Sunday or legal  holiday,  then the meeting
will be held on the first business day thereafter.  Business  transacted at said
meeting  will  include  the  election  of  the  directors  of  the  above  named
corporation.

Section 2. Special meeting.  Special  meetings of the shareholders  will be held
when directed by the President,  Board of Directors,  or the holders of not less
than 10 percent of all the shares  entitled to be cast on any issue  proposed to
be considered at the proposed special meeting;  provided that said persons sign,
date and deliver to the above named  corporation one or more written demands for
the  meeting  describing  the  purposes  for  which it is to be held.  A meeting
requested by  shareholders of the above named  corporation  will be called for a
date not less than 10 nor more than 60 days after the  request  is made,  unless
the shareholders requesting the meeting designate a later date. The call for the
meeting  will be  issued  by the  Secretary,  unless  the  President,  Board  of
Directors or shareholders  requesting the meeting designate another person to do
so.

Section 3. Place.  Meetings of shareholders  will be held at the principal place
of  business  of the  above  named  corporation  or at such  other  place  as is
desigated by the Board of Directors.

Section 4. Record Date and List of  Shareholders.  The Board of Directors of the
above named  corporation shall fix the record date;  however,  in no event may a
record date fixed by the Board of Directors be a date prior to the date on which
the resolution fixing the record date is adopted.

After  fixing a record  date for a  meeting,  the  Secretary  shall  prepare  an
alphabectical   list  of  the  names  of  all  the  above  named   corporation's
shareholders who are entitled to notice of a shareholders' meeting,  arranged by
voting group with the address of and the number and class and series, if any, of
shares held by each.  Said list shall be available for  inspection in accordance
with Florida Law.

                                       1

<PAGE>

Section  5.  Notice.  Written  notice  stating  the  place,  day and hour of the
meeting,  and the purpose(s) for which said special  meeting is called,  will be
delivered  not less than 10 nor more than 60 days  before  the  meeting,  either
personally or by first class mail, by or at the direction of the President,  the
Secretary or the officer or persons  calling the meeting to each  shareholder of
record entitled to vote at such meeting.  If mailed,  such notice will be deemed
to be effective  when  deposited in the United  States mail and addressed to the
shareholder  at the  shareholder's  address as it appears on the stock  transfer
books of the above named corporation, with postage thereon prepaid.

The above named corporation shall notify each shareholder, entitled to a vote at
the  meeting,   of  the  date,  time  and  place  of  each  annual  and  special
shareholders'  meeting no fewer than 10 or more than 60 days  before the meeting
date.  Notice of a special  meeting  shall  describe the pupose(s) for which the
meeting is called. A shareholder may waive any notice required  hereunder either
before or after the date and time stated in the notice; however, the waiver must
be writing, signed by the shareholder entitled to the notice and be delivered to
the above  named  corporation  for  inclusion  in the  minutes  or filing in the
corporate records.

Section 6. Notice of Adjourned  Meeting.  When a meeting is adjourned to another
time or place,  it will not be  necessary  to give any  notice of the  adjourned
meeting  provided  that the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken. At such an adjourned
meeting,  any business may be transacted  that might have been transacted on the
original date of the meeting.  If, however,  a new record date for the adjourned
meeting is made or is require,  then, a notice of the adjourned  meeting will be
given on the new record date as provided in this Article to each  shareholder of
the record entitled to notice of such meeting.

Section 7.  Shareholder  Quorum and Voting.  Twenty percent (20 %) of the shares
entiltled to vote,  represented in person or by proxy,  will constitute a quorum
at a meeting of shareholders.

If a quorum, as herein defined,  is present,  the affirmative vote of a majority
of the shares  represented  at the meeting  and  entitled to vote on the subject
matter thereof will be the act of the shareholders  unless otherwise provided by
law.

Section 8. Voting of Shares. Each outstanding share will be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders.

Section 9. Proxies. A shareholder may vote either in person or by proxy provided
that any and all proxies  are  exectued  in writing by  shareholder  or his duly
authorized  attorney-in-fact.  No proxy will be valid  after the  duration of 11
months from the date thereof unless otherwise provided in the proxy.

Section 10. Action by  Shareholders  Without a Meeting.  Any action  required or
permitted by law, these bylaws,  or the Articles of  Incorporation  of the above
named  corporation to be taken at any annual or special  meeting of shareholders
may be taken  without  a  meeting,  without  prior  notice  and  without a vote,
provided  that the action is taken by the holders of  outstanding  stock of each
voting group entitled to vote thereon having not less than the minimum number of

                                       2

<PAGE>

votes with respect to each voting group that would be necessary to authorized or
take such action at a meeting at which all voting groups and shares  entitled to
vote thereon were present and voted, as provided by law. The foregoing action(s)
shall be evidenced by written  consents  describing the action taken,  dated and
signed by approving  shareholders  having the requisite  number of votes of each
voting  group  entitled  to  vote  thereon  and  delivered  to the  above  named
corporation in accordance  with Florida Law. Within 10 days after obtaining such
authorization  by written consent,  notice shall be given to those  shareholders
who have not  consented in writing or who are not entitled to vote.  Said notice
shall fairly summarize the material features of the authorized action and if the
action  requires the providing of  dissenters'  rights,  said notice will comply
with the disclosure requirements pertaining to dissenters' rights of the Florida
Law.


                              Article II. Directors


Section 1.  Function.  All  corporate  powers,  business,  and  affairs  will be
exercised, managed and directed under the authority of the Board of Directors.

Section 2.  Qualification.  Directors must be natural persons of 18 years of age
or older but need not be residents of this state and need not be shareholders of
the above named corporation.

Section 3.  Compensation.  The Board of Directors will have authority to fix the
compensation for directors of the above named corporation.

Section 4. Presumption of Assent. A director of the above named  corporation who
is  present  at a  meeting  of the  Board of  Directors  at which  action on any
corporate  matter is taken will be presumed to have assented to the action taken
unless such  director  votes  against  such  action or  abstains  from voting in
respect thereto because of an asserted conflict of interest.

Section 5. Number.   The above named corporation will have three (3) directors.

Section 6. Election and Term. Each person named in the Articles of Incorporation
as a member of the  initial  Board of  Directors  will hold  office  until  said
directors  will have been  qualified and elected at the first annual  meeting of
shareholders,  or until said directors earlier resignation,  removal from office
of death.

At the  first  annual  meeting  of  shareholders  and  at  each  annual  meeting
thereafter,  the shareholders will elect directors to hold office until the next
annual  meeting.  Each  director  will hold  office  for a term for  which  said
director is elected until said director's  sucessor will have been qualified and
elected, said director's prior resignation,  said director's removal from office
or said director's death.

Section 7.  Vacancies.  Any vacancy  occuring in the Board of Directors  will be
filled by the affirmative  vote of twenty percent (20 %) of the  shareholders or
of the  remaining  directors  even  though  less  than a quorum  of the Board of
Directors.  A director elected to fill a vacancy will hold office only until the
next election of directors by the shareholders.

Section 8. Removal and  Resignation of Directors.  At a meeting of  shareholders
calles expressly for that purpose, any director or the entire Board of Directors
may be  removed,  with or  without  cause,  by a vote of the  holders  of twenty
percent (20 %) of the shares then entitled to vote at an election of directors.

                                       3

<PAGE>

A director may resign at any time by delivering  written  notice to the Board of
Directors or its chairman or to the above named  corporation by and tough one of
its  officers.  Such a  resignation  is  effective  when the notice is delivered
unless a later effective date is specified in said notice.

Section 9. Quorum and Voting.  A majority  of the number of  directors  fixed by
these Bylaws shall constitute a quorum for the transaction of business.  The act
of a majority of the directors present at a meeting at which a quorum is present
will be the act of the Board of Directors.

Section 10. Executive and Other Committees. A resolution,  adopted by a majority
of the full  Board of  Directors,  may  designate  from  among  its  members  an
executive  committee and/or other  committee(s) which will have and may exercise
all the  authority  of the Board of  Directors  to the extent  provided  in such
resolution,  except as is provided by law. Each  committee must have two or more
members who serve at the pleasure of the Board of  Directors.  The board may, by
resolution adopted by a majority of the full Board of directors,  designate onne
or more  directors as  alternate  members of any such  committee  who may act in
place and  instead  of any  absent  member or  members  at any  meeting  of such
committee.

Section  11.  Place of  Meeting.  Special  or regular  meetings  of the Board of
Directors will be held within or without the State of Florida.

Section 12. Notice,  Time and Call of Meeting.  Regular meetings of the Board of
Directors  will be held without  notice on such dates as are  designated  by the
Board of Directors.  Written notice of the time and place of a special  meetings
of the Board of  Directors  will be given to each  director  by either  personal
delivery,  telegram or  cablegram at least two (2) days before the meeting or by
notice mailed to the director at least five (5) days before the meeting.

Notice of a meeting of the Board of Directors  need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of a
director at a meeting  will  constitute  a waiver of notice of such  meeting and
waiver of any and all  objections  to the place of the meeting,  the time of the
meeting,  or the manner in which it has been called or  convened,  except when a
director  states,  at  the  beginning  of  the  meeting,  any  objection  to the
transaction of business because the meeting is not lawfully called or convened.

Neither the  business to be  transacted  nor the purpose of,  regular or special
meetings of the Board of Directors  need be specified in the notice or waiver of
notice of such meeting.

A majority of the directors present,  whether or not a quorum exits, may adjourn
any meeting of the Board of Directors  to another time and place.  Notice of any
such  adjourned  meeting will be given to the  directors who were not present at
the time of the adjournment.

Meetings of the Board of  Directors  may be called by the Chairman of the Board,
the President of the above named corporation or any two directors.

Members of the Board of Directors may  participate in a meeting of such board by
means of a conference telephone or similar communications  equipment by means of
which all persons  participating  in the meeting can hear each other at the same
time.  Participation  by such means  shall  constitute  presence  in person at a
meeting.

                                       4

<PAGE>

Section  13.  Action  Without a Meeting.  Any action  required  to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing,  setting forth the action to be so taken, signed by all
the directors, or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the board or of the committee. Such consent
will have the same effect as a unanimous vote.


                              ARTICLE III. OFFICERS


Section 1. Officers.  The officers of the above named  corporation will consists
of a president, a vice president, a secretary and a treasurer, each of whom will
be elected by the Board of Directors. Such other officers and assistant officers
and agents as may be deemed  necessary  may be elected or appointed by the Board
of  Directors  from time to time.  Any two or more  offices  may be held by same
person.

Section 2.  Duties.  The officers of the above named  corporation  will have the
following duties :

The  President  will  be  the  chief  executive   officer  of  the  above  named
corporation,  who generally and actively manages the business and affairs of the
above named  corporation  subject to the  directions  of the Board of Directors.
Said  officer  will  preside at all  meetings of the  shareholders  and Board of
Directors.

The Vice  President  will,  in the  event of the  absence  or  inability  of the
President to exercise his office,  become acting  president of the  organization
with all the  rights,  privileges  and  powers as if said  person  had been duly
elected president.

The Secretary  will have custody of, and maintain all of the  corporate  records
except the financial records.  Furthermore,  said person will record the minutes
of all meetings of the shareholders and Board of Directors,  send all notices of
meetings  and perform  such other  duties as may be  prescribed  by the Board of
Directors or the President.  Furthermore,  said officer shall be responsible for
authenticating records of the above named corporation.

The Treasurer shall retain custody of all corporate funds and financial records,
maintain  full and accurate  accounts of receipts and  disbursements  and render
accounts  thereof at the annual  meetings  of  shareholders  and  whenever  else
required by the Board of  Directors  or the  President,  and perform  such other
duties as may be prescribed by the Board of Directors or the President.

Section 3. Removal and  Resignation of Officers.  An officer or agent elected or
appointed  by the Board of  Directors  may be removed by the Board of  Directors
whenever  in  the  Board's  judment  the  best  interests  of  the  above  named
corporation will be served thereby.

Any  officer  may  resign at any time by  delivering  notice to the above  named
corporation.  Said  resignation  is effective  upon  delivery  unless the notice
specifies a later effective date.

Any vacancy in any office may be filled by the Board of Directors.

                                       5

<PAGE>

                         ARTICLE IV. STOCK CERTIFICATES


Section 1.  Issuance.  Every  holder of share(s) in the above named  corporation
will be entitled to have a certificate  representing all share(s) to which he is
holder. No certificate  representing share(s) will be issued until such share(s)
is/are fully paid.

Section  2.  Form.  Certificates   representing  share(s)  in  the  above  named
corporation  will be signed by the President or Vice President and the Secretary
or an  Assistant  Secretary  and will be sealed with the seal of the above named
corporation.

Section 3. Transfer of stock. The above named  corporation will register a stock
certificate  presented for transfer if the  certificate is properly  endorsed by
the holder od record or by his duly authorized agent.

Section 4. Lost, Stolen, or Destroyed Certificates. If a shareholder claims that
a stock certificate  representing  shares issued and recorded by the above named
corporation has been lost or destroyed, a new certificate will be issued to said
shareholder,  provided that said shareholder  presents an affidavit claiming the
certificate of stock to be lost,  stolen or destroyed.  At the discretion of the
Board of Directors,  said shareholder may be required to deposit a bond or other
indemnity  in such  amount and with such  securities,  if any,  as the board may
require.


                          ARTICLE V. BOOKS AND RECORDS


Section  1.  Books  and  Records.  The above  named  corporation  shall  keep as
permanent  records  minutes of all  meetings  of its  shareholders  and Board of
Directors,  a  record  of all  actions  taken  by the  shareholders  of Board of
Directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors in place of the Board of Directors on behalf of the above
named  corporation.  Furthermore,  the above named  corporation  shall  maintain
accurate  accounting  records.  Furthermore,  the above named  corporation shall
maintain the following :

(i) a record of its shareholders in a form that permits preparation of a list of
the names and addresses of all  shareholders in  alphabetical  order by class of
shares showing the number and series of shares held by each;

(ii)  the  above  named   corporation's   Articles   or  Restated   Articles  of
Incorporation and all amendments thereto currently in effect;

(iii) the above named corporation's Bylaws or Restated Bylaws and all amendments
thereto currently in effect;

(iv) resolutions  adopted by the Board of Directors creating one or more classes
or  series  of  shares  and  fixing  their  relative  rights,   preferences  and
limitations if shares issued pursuant to those resolutions are outstanding;

(v) the minutes of all  shareholders'  meetings and records of all actions taken
by shareholders without a meeting for the past three (3) years;

                                       6

<PAGE>

(vi) written communications to all shareholders generally or all shareholders of
a class or  series  within  the past  three (3) years  including  the  financial
statements  furnished  for the past  three (3) years to  shareholders  as may be
required under Florida Law;

(vii) a list of the names  and  business  street  addresses  of the above  named
corporation's current directors and officers; and

(viii)  a copy of the  above  named  corporation's  most  recent  annual  report
delivered to the Department of State.

Any books,  records  and  minutes  may be in  written  form or in any other form
capable of being converted into written form.

Section 2.  Shareholder's  Inspection  Rights.  A shareholder of the above named
corporation  (including  a  beneficial  owner whose  shares are held in a voting
trust or a nominee on behalf of a beneficial owner) may inspect and copy, during
regular business hours at the above nemed corporation's principal office, any of
the corporate records required to be kept pursuant to Section 1, of this Article
of these  Bylaws,  if said  shareholder  gives to the  above  named  corporation
written notice of such demand at least five (5) business days before the date on
which  the  shareholder  wishes to  inspect  and copy.  The  foregoing  right of
inspection is subject however to such other restrictions as are applicable under
Florida Law,  including,  but not limited to, the inspection of certain  records
being  permitted only if the demand for inspection is made in good faith and for
a  proper  purpose  (as  well  as the  shareholder  describing  with  reasonable
particularity  the purpose and records  desired to be inspected and such records
are directly connected with the purpose).

Section  3.  Financial  Information.   Unless  modified  by  resolution  of  the
shareholders  within 120 days of the close of each fiscal year,  the above named
corporation shall furnish the shareholders annual financial statements which may
consolidated  or combined  statements of the above named  corporation and one or
more of its subsidiaries as appropriate,  that include a balance sheet as of the
end of the fiscal year, an income  statement  for that year,  and a statement of
cash flow for that year.  If financial  statements  are prepared on the basis of
generally  accepted  accounting  principles,  the annual  financial must also be
prepared on that basis. If the annual financial  statements are reported on by a
public accountant,  said accountant's report shall accompany said statements. If
said annual  financial  statements  are not reported on by a public  accountant,
then the statements  shall be accompanied by a statement of the president or the
person  responsible  for the above named  corporation's  accounting  records (a)
stating his reasonable  belief whether the statements were prepared on the basis
of generally accepted accounting  principles and if not, describing the basis of
preparation;  and (b) describing  any respects in which the statements  were not
prepared on a basis of accounting  consistent  with the statements  prepared for
the preceding  year.  The annual  financial  statements  shall be mailed to each
shareholder  of the above named  corporation  within 120 days after the close of
each fiscal year or within such  additional  time as is reasonably  necessary to
enable to the above named  corporation  to prepare same,  if, for reasons beyond
the above naed corporation's  control, said annual financial statement cannot be
prepared within the prescribed period.

                                       7

<PAGE>

Section 4. Other  Reports to  Shareholders.  The above named  corporation  shall
report any  indemnification  or  advanced  expenses  to any  director,  officer,
employee,  or agent (for  indemnification  relating to  litigation or threatened
litigation) in writing to the shareholders with or before the notice of the next
shareholders'  meeting,  or  prior to such  meeting  if the  indemnification  or
advance  occurs  after  the  giving  of such  notice  but prior to the time such
meeting is held,  which report shall include a statement  specifying the persons
paid, the amounts paid, and the nature and status,  at the time of such payment,
of the litigation or threatened litigation.

Additionally, if the corporation issues or authorizes the issuance of shares for
promises to render  services in the future,  the above named  corporation  shall
report in writing to the shareholders the number of shares  authorized or issued
and the consideration  received by the above named  corporation,  with or before
the notice of the next shareholders' meeting.


                              ARTICLE VI. DIVIDENDS


The Board of Directors  of the above named  corporation  may,  from time to time
declare dividends on its shares in cash, property or its own shares, except when
the above named  corporation  is  insilvent  or when the payment  thereof  would
render the above named corporation insolvent, subject to Florida Law.


                           ARTICLE VII. CORPORATE SEAL


The Board of Directors  will provide a corporate  seal which will be in circular
form  enbossing  in nature and  stating  "Corporate  Seal",  "Florida",  year of
incorporation and name of said corporation.


                             ARTICLE VIII. AMENDMENT


These Bylaws may be altered,  amended or repealed,  and altered,  amended or new
Bylaws may be adopted by a majority vote of the full Board of Directors.

                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 4.1 - SPECIMEN STOCK CERTIFICATE
<TEXT>



                                               [OBJECT OMITTED]
[OBJECT OMITTED]
                                    BIOMASSE
                               INTERNATIONAL, INC.


CUSIP  09061D 10 8



This certifies that
is the owner of

          Fully Paid and Non-Assessable Shares of BIOMASSE INTERNATIONAL, INC..
Class B Common Stock

transferable  only  on the  books  of the  Corporation,  in  person  or by  duly
authorized attorney upon surrender of this certificate  properly endorsed.  This
Certificate  and the  shares  represented  hereby  are  issued and shall be held
subject to all of the provisions of the Certificate of Incorporation  and Bylaws
of this Corporation,  and all amendments thereto, copies of which are on file at
the  principal  office  of  this  Corporation.  In  Witness  Whereof,  the  said
Corporation has caused this Certificate to be signed by the facsimile signatures
of its duly authorized officers and to be sealed with the facsimile seal of this
Corporation.  This Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.

[OBJECT OMITTED]
Dated:

<PAGE>

                   TRANSFER FEE $15.00 PER CERTIFICATE ISSUED


NOTICE       Signature  must be  guaranteed  by a firm  which is a  member  of a
             registered national stock exchange; or by a bank or a trust company
             The following  abbreviations  when used in the  inscription  on the
             face of this  certificate  shall be  construed  as though they were
             written out in full according to ap- plicable laws or regulations

                  TEN    COM--as    tenants    In    common    UNIF   GIFT   MIN
                  ACT_____Custodian_______ TEN ENT--as tenants by the entireties
                  (Cust)  (minor) JT TEN--as  joint  tenants with right of under
                  Uniform  Transfers to Minors  survivorship  and not as tenants
                  ACT--_______________________ in common (State)

             Additional abbreviations may also be used though not in the above
             list

             For Value Received,_____________hereby sell, assign and transfer
             unto

         PLEASE INSERT SOCIAL SECURITY OR OTHER
         IDENTIFYING NUMBER OF ASSIGNEE


--------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

________________________________________________________________________Shares

         of the capital stock represented by the within certificate, and do
hereby irrevocably constitute and appoint_______________________________________
__________________________Attorney to transfer the said stock on the books of
the within named Corporation with full power of substitution in the Premises.

         Dated______________________



                      ----------------------------------------------------------
                      NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                      WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
                      IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR
                      ANY CHANGE WHATEVER. THE SIGNATURE(S) MUST BE MEDALLION
                      GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION WITH
                      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
                      PROGRAM PURSUANT TO S.E.C. RULE 17AD-15.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 4.2 - SPECIMEN WARRANT CERTIFICATE
<TEXT>




WARRANT

Number
Warrants
                          BIOMASSE INTERNATIONAL, INC.
                             (a Florida Corporation)
WB




This Warrant Certificate Certifies That

CUSIP 09061 D 11 6

or  registered  assigns,  is the  registered  holder of the  number of  Warrants
("Warrants")  set forth  above.  Each  Warrant  Entitles  the holder  thereof to
purchase  from  BIOMASSE   INTERNATIONAL,   INC.,  a  Florida  corporation  (the
"Company"),  subject  to the  terms  and  conditions  set  forth in the  Warrant
Agreement,  one fully  paid and  non-assessable  share of Class B common  stock.
$0.001 par value,  of the Company  (the "Class B Common  Stock") upon payment of
$1.10, subject to adjustments (the "Exercise Price"), for each Warrant held, and
any applicable  taxes paid either in cash or by certified or official bank check
to the order of the Company, and upon presentation and surrender of this Warrant
Certificate  (with the  instructions  for the  registration  and delivery of the
Class B Common Stock completed), at any time prior to midnight, Pacific Daylight
Time,  January 31, 2002, at the offices of the stock transfer  office in Boulder
City,  Nevada, of  Intercontinental  Registrar & Transfer Agency,  Inc., warrant
agent of the Company ("the "Warrant Agent"), or any successor Warrant Agent, or,
if there be no  successor  Warrant  Agent,  at the  offices  of the  Company  at
Montreal,  Quebec,  Canada.  The  Exercise  Price  and the  number  and  type of
securities received upon exercise are subject to adjustment in certain events to
prevent dilution.

[OBJECT OMITTED]
The Company shall not be required to issue fractions of Warrants, Class B Common
Stock or other securities upon the exercise of the Warrants,  in the case of the
exercise if less than all the Warrants  represented  hereby.  The Company  shall
cancel this Warrant  Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or Warrants  Certificates of like tenor, which
the Warrant Agent shall countersign, for the balance of such Warrant.

The Company  shall not be  obligated to deliver any  securities  pursuant to the
exercise of this Warrant  unless a registration  statement  under the Securities
Act of 1933, as amended,  and under the  applicable  state  securities  law with
respect to such securities is effective or there is an available  exemption from
such Federal and State  registration  requirements.  This  Warrant  shall not be
exercisable  by a Registered  Holder in any state where such  exercise  would be
unlawful.

This  Warrant  shall not be valid  unless  countersigned  by the Warrant  Agent.
ADDITIONAL PROVISIONS OF THIS WARRANT ARE CONTAINED ON THE REVERSE HEREOF.

DATED:

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.

1. PROTECTION  AGAINST  DILUTION.  The Warrants are subject to adjustment of the
exercise  price in  certain  events,  such as  stock  dividends,  stock  splits,
mergers,  sale of  substantially  all of the  Company's  assets,  and for  other
extraordinary  events in which additional  shares of Class B Common Stock of the
Grantor  are  issued in a  transaction  not  involving  cash  consideration,  by
increasing  or  decreasing  the amount of Shares  subject to this Warrant in the
same  proportion  as the  increase or decrease in  additional  shares of Class B
Common stock of the Grantor outstanding, fully diluted, after such transaction.

2. EXERCISE OF WARRANT. This Warrant may be exercised by the Holder, in whole at
any time or in part from time to time prior to midnight,  Pacific Daylight Time,
January 31, 2002.

3. Method of Exercise.  The Warrant  shall be  exercisable  by a written Form of
Exercise signed by an authorized  representative  of Holder or his assigns which
shall (a) state  Holder's  election to exercise the  Warrant;  (b) the person in
whose name the certificate for such shares is to be registered,  his address and
social  security  number;(C)be  delivered in person or by certified  mail to the
Warrant Agent.

4.  ASSIGNABILITY  OF WARRANT.  The  Warrant  may be detached  from the Unit and
assigned  or sold by  Holder  at any  time  during  the term of the  Warrant  by
providing to Grantor a written  notice of  assignment in the form as shown below
on this certificate.

5.  REPRESENTATIONS  AND WARRANTIES OF GRANTOR.  Upon exercise of the Warrant in
full by holder or his assigns,  the shares  underlying the Warrant shall be free
and clear of all liens,  claims,  charges and  encumbrances.  Grantor  agrees to
indemnify and hold harmless Holder in connection with any claim,  loss damage or
expense,  including  attorneys' fees, trail and appellate  levels, in connection
with any breach of the foregoing.

6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,  warranties,
covenants and  agreements set forth herein shall be continuous and shall survive
the termination of this agreement or any part thereof.

7.         MISCELLANEOUS
a)       Entire  Agreement.  This  Agreement  contains the entire  understanding
         between  the  parties   hereto   with   respect  to  the   transactions
         contemplated  hereby, and this Agreement supersedes in all respects all
         written  or oral  understandings  and  agreements  heretofore  existing
         between the parties hereto.
b)       Counterparts.  This  Agreement  may be  executed  in one or more
         counterparts,  and all  such  counterparts  shall  constitute  one and
         the  same instrument.
c)       Notices. All notices, consents, requests,  instructions,  approvals and
         other  communications  provided  for herein and all legal  process with
         regard hereto shall be in writing and shall be deemed to have been duly
         given,  when  delivered by hand or three (3) days after  deposited into
         the United States mail, by registered or certified mail, return receipt
         requested, postage prepaid.
d)       Additional  Documents.  At any time and from time to time,  the parties
         hereto  shall  execute  such  documents  as are  necessary to effect
         this Agreement.
e)       Jurisdiction   Venue.   The  parties  to  this  Agreement   agree  that
         jurisdiction  and venue shall properly lie in the State of Florida,  or
         in the United  States  District  Court for the State of  Florida,  with
         respect to any legal proceedings arising from this Agreement.
f)       Attorneys'  Fees. In the event any suit or legal  proceeding is brought
         for the  enforcement  of any of the provisions of this  Agreement,  the
         parties  hereto  agree that the  prevailing  party or parties  shall be
         entitled to recover attorneys' fees,  including attorneys' fees for any
         appeal, and costs incurred in bringing such suit or proceeding.
g)       Governing  Law.  This  agreement has been  negotiated  and prepared and
         shall  be  performed  in  the  State  of  Florida,  and  the  validity,
         construction  and enforcement of, and the remedies under this Agreement
         shall be governed in accordance with the laws of the State of Florida.

<PAGE>

                                FORM OF EXERCISE
                          Number of Warrants Exercised
                                 ---------------

    The undersigned hereby elects to exercise the right to purchase  represented
by the within  Warrant  for,  and to  purchase  thereunder,  shares of the stock
provided for therein,  and requests that  certificates for such shares be issued
in the name of:


(Name and Social Security Number)

(Street Address)

(State, Zip Code)
and if said number of shares shall not be all the shares purchasable thereunder,
that a new Warrant for the balance remaining of the shares purchasable under the
within Warrant be registered in the name of the undersigned Warrantholder or his
Assignee as below indicated and delivered to the address stated below.

Dated:                               19     .
       -----------------------------    ----


(Name of Warrantholder or Assignee)


(Street Address)


(City, State, Zip Code)


(Signature of Warrantholder)


(Signature of Joint Owner)
                                   ASSIGNMENT

   (To Be Executed Only Upon the Assignment of the Warrant)

    For Value Received, the undersigned hereby sells, assigns and transfers unto

(Name and Social Security Number)

(Street Address)

(City, State, Zip Code)
the within Warrant, hereby irrevocably constituting and appointing

as his true and lawful attorney in fact to transfer said Warrant on the books of
the Company, with full power of substitution in the premises.

Dated:                               19     .
       -----------------------------    ----

Signature Guaranteed:

(Signature of Warrantholder)

(Signature of Joint Owner)




Note: The above signature must correspond with the name written upon the face of
this Warrant in every  particular,  without  alteration  or  enlargement  or any
change whatever unless this Warrant has been assigned.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT 10.2 - EMPLOYMENT AGREEMENT
<TEXT>


                              EMPLOYMENT AGREEMENT


BETWEEN:

BIOMASSE  INTERNATIONAL  INC.,  corporation  legally constituted in the State of
Florida and located at 721 S.E.17th Street, suite 200, Fort Lauderdale, Florida,
legally represented by his vice-president, Jean Gagnon;

                       (the "Employer") OF THE FIRST PART;

AND:

Benoit Dufresne

                      (the "Employee") OF THE SECOND PART.


WHEREAS the Employer  desires to employ the Employee and the Employee desires to
accept such employment upon the terms and conditions set forth;

IN CONSIDERATION of the mutual covenants herein contained,  the parties agree as
follows:

1.       POSITION AND TITLE

The Employee agrees that he will at all times faithfully,  industriously, and to
the best of his skill,  ability,  experience  and  talents,  perform  all of the
duties  required in the position of President.  It is also understood and agreed
to by  the  Employee  that  his  assignment,  duties  and  responsibilities  and
reporting  arrangements  may be  changed  without  causing  termination  of this
agreement, on mutual agreement of Employee and Employer.

2.       TERM

The present  agreement  will be effective for a period of one year,  starting on
the 1st of  January  2000  and  terminating  on the 1st of  January  2005.  This
agreement may be renewable on the terms and  conditions to be agreed upon by the
parties.

3.       MONETARY

As full  remuneration for all services  provided for herein,  the Employer shall
pay to the Employee a salary of EIGHTY FIVE THOUSAND  DOLLARS US (US85,000.) per
annum,  payable in regular  instalments in accordance with the Employer's  usual
paying practices. The Employer shall annually increase the Employee's salary and
may in its sole  discretion,  grant the  Employee  a salary  increase.  Any such
change shall be deemed to be incorporated into this agreement.

                                       1

<PAGE>

4.       BONUSES

In addition to the compensation  specified in section 3 the Employee may receive
an annual bonus of the Employer,  based on  performance  of the Employee,  to be
defined between parties.

5.       BENEFITS

The Employee shall  participate in all benefit plans which the Employer may have
or provide in the future,  including  without  limitation  medical/hospital  and
extended health care benefits and life insurance.

6.       VACATIONS

The  Employee  shall be  entitled  to be paid  vacation in each year of four (4)
weeks, in addition to statutory holidays. Such vacations shall be taken at times
in each year as mutually  agreed upon by the  Employer and the  Employee,  or be
taken in the form of extra pay at the sole option of the Employee.

7.       AUTOMOBILE EXPENSES

The Employer will pay rental for car actually in possession of the employee, for
use in carrying out his duties herein. All other expenses in connection with the
car  shall  be  paid  by  the  Employer,   including  insurance,   registration,
maintenance, gasoline and oil, etc.

8.       STATUTORY DEDUCTIONS AND TAXES

Salary and benefit  payments made pursuant to this agreement are subject to such
deductions  such as  income  tax and any  other  deductions  required  by law or
statute.

9.       REIMBURSEMENT OF EXPENSES GENERALLY

The Employer shall reimburse the Employee for all reasonable  expenses  actually
incurred  by him on the  Employer's  behalf and in the course of his  employment
upon presentation of substantiating receipts.

10.      FULL-TIME ATTENTION TO BUSINESS

During the Employee's  employment  with the Employer,  the Employee shall devote
himself exclusively to the business of the Employer and shall not be employed or
engaged in any capacity in any other business without the prior written approval
of the Employer. The Employee is employed on a full-time basis for the Employer.
It is  understood  and agreed to by the Employee that the hours of work involved
will within  reason vary and be irregular  and are those hours  required to meet
the objectives of the employment.

                                       2

<PAGE>

11.      TERMINATION

This  agreement  may be  terminated  by the  Employee  at any time by giving the
Employer a two week's notice in writing.  The Employer may waive the notice,  in
whole or in part,  but will  remain  responsible  for  payment of all  salaries,
expenses and bonuses due up until the end of the notice period.

Also,  this  agreement  may be  terminated  by the Employer on the giving of one
month's notice.  At the conclusion of the notice period or expiry of the term or
any renewal thereof, the Employer shall pay the Employee his gross salary as set
out in this  agreement for a six (6) month's  period,  payable at the Employee's
departure, along with any bonuses or expenses due to the Employee at the date of
termination.

12.      NOTICE

Any notice or other  communication  required or permitted to be given under this
agreement  shall be in writing  and may be  delivered  personally  or by prepaid
registered  mail,  addressed in the case of the Employer at 721 S.E.17th Street,
suite 200, Fort  Lauderdale,  Florida,  and in the case of Employee at 3360 Cote
Richelieu, Trois-Rivieres, (QUEBEC) CANADA.

Notice given by pre-paid  registered  mail shall be deemed to have been received
by the Recipient on the fourth business day after mailing.

Either  party may change the  address to which  Notice  must be  delivered  upon
simple written notice to the other party.

13.      CONFIDENTIAL INFORMATION AND TRADE SECRETS
     "PROPRIETARY INFORMATION"

The employee shall not,  either during the term of his Employment or at any time
thereafter,  disclose to any  person,  unless  required  by law,  any secrets or
confidential  information,  "Proprietary Information" concerning the business or
affairs or  financial  position of the  Employer  or any company  with which the
Employer is or may hereafter be affiliated.

"Proprietary Information" shall not include any information which:
a)   The employer or its Representative  possess on a non-confidential basis and
     not in contravention of any applicable law; or
b)   Is or becomes generally available through no fault of the Employee; or
c)   Is  received  by the  Employee  from an  independent  third  party  that is
     lawfully in the possession of same and under no obligation to Employer with
     respect thereto; or
d)   Is required to be disclosed pursuant to application law or order of a court
     of  competent  jurisdiction;  or
e)   Any  information  already known to the Employee  prior to entering into the
     present Employment Agreement;

                                       3

<PAGE>

14.      NON-COMPETITION AND NON-SOLLICITATION

For a  period  of one  year  from  the  effective  date  of  termination  of the
employment  hereunder,  the employee  shall not in any province in Canada or any
states in USA where the Employer is carrying on business:
         (a) be directly or indirectly engaged in any company or firm which is a
         direct  competitor  of the  Employer in the  business  of the  Biomasse
         related to the pulp industries. (the "business"); (b) intentionally act
         in any manner that is detrimental to the relations between the Employer
         and its dealers, customers, employees or others, and (c) solicit any of
         the customers of the Employer or be connected with any person,  firm or
         corporation soliciting any of the customers of the Employer.

15.      WAIVER

The waiver by either party of any breach or  violation of any  provision of this
agreement shall not operate or be construed as a waiver of any subsequent breach
or violation of it.

16.      AMENDMENT OF CONTRACT

This agreement  contains the whole of the agreement between the Employer and the
Employee  and  there are no other  warranties,  representations,  conditions  or
collateral agreements except as set forth in this agreement.

Any  modification to this agreement must be in writing and signed by the parties
hereto or it shall have no effect and shall be void.

17.      SECTIONS AND HEADINGS

The headings in this  agreement are inserted for  convenience  of reference only
and shall not affect interpretation.

18.      SEVERABILITY

If any provision of this agreement is determined to be invalid or  unenforceable
in whole or in part such invalidity or  unenforceability  shall attached only to
such  provision or part thereof and the remaining part of such provision and all
other provisions hereof shall continue in full force and effect.

19.      CHOICE OF LAW

The parties agree that this agreement be governed and  interpreted  according to
the laws in force in the Province of Quebec.

The Employee  acknowledges that he has read and understands this agreement,  and
acknowledges that he has had the opportunity to obtain  independent legal advice
with respect to it.

                                       4

<PAGE>

BOTH PARTIES HAVE REVIEWED AND AGREED ON ALL THE ABOVE ISSUES;



SIGNED IN FORT LAUDERDALE, THIS 1ST DAY OF January 2000.




Employee                                   Employer



______________________________             _____________________________________
Benoit Dufresne                            Benoit Dufresne    President
                                           BIOMASSE INTERNATIONAL INC.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EXHIBIT 10.3 - EMPLOYMENT AGREEMENT
<TEXT>


                              EMPLOYMENT AGREEMENT


BETWEEN:

BIOMASSE  INTERNATIONAL  INC.,  corporation  legally constituted in the State of
Florida and located at 721 S.E.17th Street, suite 200, Fort Lauderdale, Florida,
legally represented by his president, Benoit Dufresne;

                       (the "Employer") OF THE FIRST PART;

AND:

Jean Gagnon

                      (the "Employee") OF THE SECOND PART.


WHEREAS the Employer  desires to employ the Employee and the Employee desires to
accept such employment upon the terms and conditions set forth;

IN CONSIDERATION of the mutual covenants herein contained,  the parties agree as
follows:

1.       POSITION AND TITLE

The Employee agrees that he will at all times faithfully,  industriously, and to
the best of his skill,  ability,  experience  and  talents,  perform  all of the
duties required in the position of Vice-President Finance. It is also understood
and agreed to by the Employee that his assignment,  duties and  responsibilities
and reporting  arrangements  may be changed without causing  termination of this
agreement, on mutual agreement of Employee and Employer.

2.       TERM

The present  agreement  will be effective for a period of one year,  starting on
the 1st of  January  2000  and  terminating  on the 1st of  January  2005.  This
agreement may be renewable on the terms and  conditions to be agreed upon by the
parties.

3.       MONETARY

As full  remuneration for all services  provided for herein,  the Employer shall
pay to the  Employee a salary of SEVENTY  THOUSAND  DOLLARS US  (US70,000.)  per
annum,  payable in regular  instalments in accordance with the Employer's  usual
paying practices. The Employer shall annually increase the Employee's salary and
may in its sole  discretion,  grant the  Employee  a salary  increase.  Any such
change shall be deemed to be incorporated into this agreement.

                                       1

<PAGE>

4.       BONUSES

In addition to the compensation  specified in section 3 the Employee may receive
an annual bonus of the Employer,  based on  performance  of the Employee,  to be
defined between parties.

5.       BENEFITS

The Employee shall  participate in all benefit plans which the Employer may have
or provide in the future,  including  without  limitation  medical/hospital  and
extended health care benefits and life insurance.

6.       VACATIONS

The  Employee  shall be  entitled  to be paid  vacation in each year of four (4)
weeks, in addition to statutory holidays. Such vacations shall be taken at times
in each year as mutually  agreed upon by the  Employer and the  Employee,  or be
taken in the form of extra pay at the sole option of the Employee.

7.       AUTOMOBILE EXPENSES

The Employer will pay rental for car actually in possession of the employee, for
use in carrying out his duties herein. All other expenses in connection with the
car  shall  be  paid  by  the  Employer,   including  insurance,   registration,
maintenance, gasoline and oil, etc.

8.       STATUTORY DEDUCTIONS AND TAXES

Salary and benefit  payments made pursuant to this agreement are subject to such
deductions  such as  income  tax and any  other  deductions  required  by law or
statute.

9.       REIMBURSEMENT OF EXPENSES GENERALLY

The Employer shall reimburse the Employee for all reasonable  expenses  actually
incurred  by him on the  Employer's  behalf and in the course of his  employment
upon presentation of substantiating receipts.

10.      FULL-TIME ATTENTION TO BUSINESS

During the Employee's  employment  with the Employer,  the Employee shall devote
himself exclusively to the business of the Employer and shall not be employed or
engaged in any capacity in any other business without the prior written approval
of the Employer. The Employee is employed on a full-time basis for the Employer.
It is  understood  and agreed to by the Employee that the hours of work involved
will within  reason vary and be irregular  and are those hours  required to meet
the objectives of the employment.

11.      TERMINATION

                                       2

<PAGE>

This  agreement  may be  terminated  by the  Employee  at any time by giving the
Employer a two week's notice in writing.  The Employer may waive the notice,  in
whole or in part,  but will  remain  responsible  for  payment of all  salaries,
expenses and bonuses due up until the end of the notice period.

Also,  this  agreement  may be  terminated  by the Employer on the giving of one
month's notice.  At the conclusion of the notice period or expiry of the term or
any renewal thereof, the Employer shall pay the Employee his gross salary as set
out in this  agreement for a six (6) month's  period,  payable at the Employee's
departure, along with any bonuses or expenses due to the Employee at the date of
termination.

12.      NOTICE

Any notice or other  communication  required or permitted to be given under this
agreement  shall be in writing  and may be  delivered  personally  or by prepaid
registered  mail,  addressed in the case of the Employer at 721 S.E.17th Street,
suite  200,  Fort  Lauderdale,  Florida,  and in the  case of  Employee  at 6792
CROISSANT VERDON, LAVAL, (QUEBEC) CANADA.

Notice given by pre-paid  registered  mail shall be deemed to have been received
by the Recipient on the fourth business day after mailing.

Either  party may change the  address to which  Notice  must be  delivered  upon
simple written notice to the other party.

13.   CONFIDENTIAL INFORMATION AND TRADE SECRETS
     "PROPRIETARY INFORMATION"

The employee shall not,  either during the term of his Employment or at any time
thereafter,  disclose to any  person,  unless  required  by law,  any secrets or
confidential  information,  "Proprietary Information" concerning the business or
affairs or  financial  position of the  Employer  or any company  with which the
Employer is or may hereafter be affiliated.

"Proprietary Information" shall not include any information which:
a)   The employer or its Representative  possess on a non-confidential basis and
     not in contravention of any applicable law; or
b)   Is or becomes generally available through no fault of the Employee; or
c)   Is  received  by the  Employee  from an  independent  third  party  that is
     lawfully in the possession of same and under no obligation to Employer with
     respect thereto; or
d)   Is required to be disclosed pursuant to application law or order of a court
     of  competent  jurisdiction;  or
e)   Any  information  already known to the Employee  prior to entering into the
     present Employment Agreement;

                                       3

<PAGE>

14.      NON-COMPETITION AND NON-SOLLICITATION

For a  period  of one  year  from  the  effective  date  of  termination  of the
employment  hereunder,  the employee  shall not in any province in Canada or any
states in USA where the Employer is carrying on business:
         (a) be directly or indirectly engaged in any company or firm which is a
         direct  competitor  of the  Employer in the  business  of the  Biomasse
         related to the pulp industries. (the "business"); (b) intentionally act
         in any manner that is detrimental to the relations between the Employer
         and its dealers, customers, employees or others, and (c) solicit any of
         the customers of the Employer or be connected with any person,  firm or
         corporation soliciting any of the customers of the Employer.

15.      WAIVER

The waiver by either party of any breach or  violation of any  provision of this
agreement shall not operate or be construed as a waiver of any subsequent breach
or violation of it.

16.      AMENDMENT OF CONTRACT

This agreement  contains the whole of the agreement between the Employer and the
Employee  and  there are no other  warranties,  representations,  conditions  or
collateral agreements except as set forth in this agreement.

Any  modification to this agreement must be in writing and signed by the parties
hereto or it shall have no effect and shall be void.

17.      SECTIONS AND HEADINGS

The headings in this  agreement are inserted for  convenience  of reference only
and shall not affect interpretation.

18.      SEVERABILITY

If any provision of this agreement is determined to be invalid or  unenforceable
in whole or in part such invalidity or  unenforceability  shall attached only to
such  provision or part thereof and the remaining part of such provision and all
other provisions hereof shall continue in full force and effect.

19.      CHOICE OF LAW

The parties agree that this agreement be governed and  interpreted  according to
the laws in force in the Province of Quebec.

The Employee  acknowledges that he has read and understands this agreement,  and
acknowledges that he has had the opportunity to obtain  independent legal advice
with respect to it.

                                       4

<PAGE>

BOTH PARTIES HAVE REVIEWED AND AGREED ON ALL THE ABOVE ISSUES;



SIGNED IN FORT LAUDERDALE, THIS 1ST DAY OF January 2000.




Employee                                   Employer



_______________________________            _____________________________________
Jean Gagnon                                Benoit Dufresne, President
                                           BIOMASSE INTERNATIONAL INC.

                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EXHIBIT 10.4 - EMPLOYMENT AGREEMENT
<TEXT>


                              EMPLOYMENT AGREEMENT


BETWEEN:

BIOMASSE  INTERNATIONAL  INC.,  corporation  legally constituted in the State of
Florida and located at 721 S.E.17th Street, suite 200, Fort Lauderdale, Florida,
legally represented by his president, Benoit Dufresne;

                       (the "Employer") OF THE FIRST PART;

AND:

Taghi Zaim

                      (the "Employee") OF THE SECOND PART.


WHEREAS the Employer  desires to employ the Employee and the Employee desires to
accept such employment upon the terms and conditions set forth;

IN CONSIDERATION of the mutual covenants herein contained,  the parties agree as
follows:

1.       POSITION AND TITLE

The Employee agrees that he will at all times faithfully,  industriously, and to
the best of his skill,  ability,  experience  and  talents,  perform  all of the
duties  required in the position of Director of  Engineering,  R & D. It is also
understood  and  agreed  to by the  Employee  that his  assignment,  duties  and
responsibilities  and  reporting  arrangements  may be changed  without  causing
termination of this agreement, on mutual agreement of Employee and Employer.

2.       TERM

The present  agreement  will be effective for a period of one year,  starting on
the 1st of  August  2000  and  terminating  on the  1st of  January  2005.  This
agreement may be renewable on the terms and  conditions to be agreed upon by the
parties.

3.       MONETARY

As full  remuneration for all services  provided for herein,  the Employer shall
pay to the Employee a salary of Fifty  THOUSAND  DOLLARS CDN  (CDN$50,000.)  per
annum,  payable in regular  instalments in accordance with the Employer's  usual
paying practices. The Employer shall annually increase the Employee's salary and
may in its sole  discretion,  grant the  Employee  a salary  increase.  Any such
change shall be deemed to be incorporated into this agreement.

                                       1

<PAGE>

4.       BONUSES

In addition to the compensation  specified in section 3 the Employee may receive
an annual bonus of the Employer,  based on  performance  of the Employee,  to be
defined between parties.

5.       BENEFITS

The Employee shall  participate in all benefit plans which the Employer may have
or provide in the future,  including  without  limitation  medical/hospital  and
extended health care benefits and life insurance.

6.       VACATIONS

The  Employee  shall be  entitled  to be paid  vacation in each year of four (3)
weeks, in addition to statutory holidays. Such vacations shall be taken at times
in each year as mutually  agreed upon by the  Employer and the  Employee,  or be
taken in the form of extra pay at the sole option of the Employee.

7.       AUTOMOBILE EXPENSES

The Employer will pay rental for car actually in possession of the employee, for
use in carrying out his duties herein. All other expenses in connection with the
car  shall  be  paid  by  the  Employer,   including  insurance,   registration,
maintenance, gasoline and oil, etc.

8.       STATUTORY DEDUCTIONS AND TAXES

Salary and benefit  payments made pursuant to this agreement are subject to such
deductions  such as  income  tax and any  other  deductions  required  by law or
statute.

9.       REIMBURSEMENT OF EXPENSES GENERALLY

The Employer shall reimburse the Employee for all reasonable  expenses  actually
incurred  by him on the  Employer's  behalf and in the course of his  employment
upon presentation of substantiating receipts.

10.      FULL-TIME ATTENTION TO BUSINESS

During the Employee's  employment  with the Employer,  the Employee shall devote
himself exclusively to the business of the Employer and shall not be employed or
engaged in any capacity in any other business without the prior written approval
of the Employer. The Employee is employed on a full-time basis for the Employer.
It is  understood  and agreed to by the Employee that the hours of work involved
will within  reason vary and be irregular  and are those hours  required to meet
the objectives of the employment.

                                       2

<PAGE>

11.      TERMINATION

This  agreement  may be  terminated  by the  Employee  at any time by giving the
Employer a two week's notice in writing.  The Employer may waive the notice,  in
whole or in part,  but will  remain  responsible  for  payment of all  salaries,
expenses and bonuses due up until the end of the notice period.

Also,  this  agreement  may be  terminated  by the Employer on the giving of one
month's notice.  At the conclusion of the notice period or expiry of the term or
any renewal thereof, the Employer shall pay the Employee his gross salary as set
out in this  agreement for a six (6) month's  period,  payable at the Employee's
departure, along with any bonuses or expenses due to the Employee at the date of
termination.

12.      NOTICE

Any notice or other  communication  required or permitted to be given under this
agreement  shall be in writing  and may be  delivered  personally  or by prepaid
registered  mail,  addressed in the case of the Employer at 721 S.E.17th Street,
suite  200,  Fort  Lauderdale,  Florida,  and in the  case of  Employee  at 5414
Cherbourg, Trois-Rivieres Ouest, (QUEBEC) CANADA.

Notice given by pre-paid  registered  mail shall be deemed to have been received
by the Recipient on the fourth business day after mailing.

Either  party may change the  address to which  Notice  must be  delivered  upon
simple written notice to the other party.

13.    CONFIDENTIAL INFORMATION AND TRADE SECRETS
       "PROPRIETARY INFORMATION"

The employee shall not,  either during the term of his Employment or at any time
thereafter,  disclose to any  person,  unless  required  by law,  any secrets or
confidential  information,  "Proprietary Information" concerning the business or
affairs or  financial  position of the  Employer  or any company  with which the
Employer is or may hereafter be affiliated.

"Proprietary Information" shall not include any information which:
a)   The employer or its Representative  possess on a non-confidential basis and
     not in contravention of any applicable law; or
b)   Is or becomes generally available through no fault of the Employee; or
c)   Is  received  by the  Employee  from an  independent  third  party  that is
     lawfully in the possession of same and under no obligation to Employer with
     respect thereto; or
d)   Is required to be disclosed pursuant to application law or order of a court
     of  competent  jurisdiction;  or
e)   Any  information  already known to the Employee  prior to entering into the
     present Employment Agreement;

                                       3

<PAGE>

14.      NON-COMPETITION AND NON-SOLLICITATION

For a  period  of one  year  from  the  effective  date  of  termination  of the
employment  hereunder,  the employee  shall not in any province in Canada or any
states in USA where the Employer is carrying on business:
         (a) be directly or indirectly engaged in any company or firm which is a
         direct  competitor  of the  Employer in the  business  of the  Biomasse
         related to the pulp industries. (the "business"); (b) intentionally act
         in any manner that is detrimental to the relations between the Employer
         and its dealers, customers, employees or others, and (c) solicit any of
         the customers of the Employer or be connected with any person,  firm or
         corporation soliciting any of the customers of the Employer.

15.      WAIVER

The waiver by either party of any breach or  violation of any  provision of this
agreement shall not operate or be construed as a waiver of any subsequent breach
or violation of it.

16.      AMENDMENT OF CONTRACT

This agreement  contains the whole of the agreement between the Employer and the
Employee  and  there are no other  warranties,  representations,  conditions  or
collateral agreements except as set forth in this agreement.

Any  modification to this agreement must be in writing and signed by the parties
hereto or it shall have no effect and shall be void.

17.      SECTIONS AND HEADINGS

The headings in this  agreement are inserted for  convenience  of reference only
and shall not affect interpretation.

18.      SEVERABILITY

If any provision of this agreement is determined to be invalid or  unenforceable
in whole or in part such invalidity or  unenforceability  shall attached only to
such  provision or part thereof and the remaining part of such provision and all
other provisions hereof shall continue in full force and effect.

19.      CHOICE OF LAW

The parties agree that this agreement be governed and  interpreted  according to
the laws in force in the Province of Quebec.

                                       4

<PAGE>

The Employee  acknowledges that he has read and understands this agreement,  and
acknowledges that he has had the opportunity to obtain  independent legal advice
with respect to it.



BOTH PARTIES HAVE REVIEWED AND AGREED ON ALL THE ABOVE ISSUES;



SIGNED IN FORT LAUDERDALE, THIS 31ST DAY OF July 2000.




Employee                                   Employer



________________________________           _____________________________________
Taghi Zaim                                 Benoit Dufresne, President
                                           BIOMASSE INTERNATIONAL INC.


                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>EXHIBIT 10.5 - CONSULTING AGREEMENT
<TEXT>



                              CONSULTANT AGREEMENT


BETWEEN:

BIOMASSE  INTERNATIONAL  INC,  a  company  legally  constituted  in the State of
Florida  and  located  at 721 S.E.  17th  Street,  suite  200,  Fort  Lauderdale
(Florida) 33316, legally represented by Benoit DEFRESNE and Jean GAGNON;

                       (the "Company") OF THE FIRST PART;

AND:

Abdel Jabbar ABOUELOUAFA;
2322 S Cypress Bend Dr. Apt D209,
Pompano Beach, (Florida) 33069

                     (the "Consultant") OF THE SECOND PART.

--------------------------------------------------------------------------------

WHEREAS the Company desires to employ the Consultant and the Consultant  desires
to accept such employment upon the terms and conditions set forth;

IN CONSIDERATION of the mutual covenants herein contained,  the parties agree as
follows:

1.       POSITION AND TITLE

The Consultant agrees that he will at all times faithfully,  industriously,  and
to the best of his skill,  ability,  experience and talents,  perform all of the
duties required in the position of strategic matters.  It is also understood and
agreed to by the Consultant that his assignment, duties and responsibilities and
reporting  arrangements  may be  changed  without  causing  termination  of this
agreement, on mutual agreement of Consultant and Company.


2.       TERM

The present agreement will be effective for a period of five years,  starting on
the 1st of April. This agreement may be renewable on the terms and conditions to
be agreed upon by the parties.

-Furthermore,  if the death of Abdel  Jabbar  ABOUELOUFA  should  occur while in
employment, the Company will pay the fees to his heirs for the lesser of either;

                                       1

<PAGE>

         o   TWO (2) years

         o   The remainder of the contract

3.       MONETARY

As full remuneration for all services provided for herein, the Company shall pay
to the  Consultant  a fee of ONE HUNDRED  THOUSAND  DOLLARS US ( 100,000 US) per
year,  payable in regular  installments  in accordance  with the Company's usual
paying practices.  The Company shall annually  increase the Consultant's  salary
and may in its sole discretion, grant the Consultant a salary increase. Any such
change shall be deemed to be incorporated into this agreement.

However,  fees of FIVE THOUSAND  DOLLARS US (5,000 US) per month will be payable
beginning the 1st of April 2000 until the inscription of titles by the Company.

The  aforementioned  fees will  increase  by TEN PERCENT  (10%) each year,  this
beginning of the anniversary of the present convention.

At the date of the signature of the present  contract,  Abdel Jabbar  ABOUELOUFA
will receive  from the Company ONE MILLION  warrants at the  exercised  price of
1.10 $ until the 31st on January 2002.

4.       BONUSES

In  addition  to the  compensation  specified  in section 3 the  Consultant  may
receive an annual bonus of the Company,  based on performance of the Consultant,
to be defined between parties.

5.       BENEFITS

The Consultant shall participate in all benefit plans which the Company may have
or provide in the future,  including  without  limitation  medical/hospital  and
extended health care benefits , life insurance and wage insurance.


6.       LIABILITY INSURANCE

The employer shall contract a liability insurance  appropriate to the consultant
functions and responsibilities.

                                       2

<PAGE>

7.       VACATIONS

The  Consultant  shall be entitled to be paid  vacation in each year of FOUR (4)
weeks, in addition to statutory holidays. Such vacations shall be taken at times
in each year as mutually  agreed upon by the Company and the  Consultant,  or be
taken in the form of extra pay at the sole option of the Consultant.


8.       AUTOMOBILE EXPENSES

The Company shall provide the  Consultant  with an automobile and other expenses
generated by use of the  automobile.  All other expenses in connection  with the
car  shall  be  paid  by  the  Company,   including   insurance,   registration,
maintenance, gasoline and oil, etc.


9.       STATUTORY DEDUCTIONS AND TAXES

Salary and benefit  payments made pursuant to this agreement are subject to such
deductions  such as  income  tax and any  other  deductions  required  by law or
statute.


10.      REIMBURSEMENT OF EXPENSES GENERALLY

The Company shall reimburse the Consultants for all reasonable expenses actually
incurred by him on the Company's behalf and in the course of his employment upon
presentation of substantiating receipts.


11.      FULL-TIME ATTENTION TO BUSINESS

During the Consultant's employment with the Company, the Consultant shall devote
himself  exclusively to the business of the Company and shall not be employed or
engaged in any capacity in any other business without the prior written approval
of the Company. The Consultant is employed on a full-time basis for the Company.
It is understood and agreed to by the Consultant that the hours of work involved
will within  reason vary and be irregular  and are those hours  required to meet
the objectives of the employment.


12.      TERMINATION

This  agreement may be  terminated  by the  Consultant at any time by giving the
Employer with manager  majority a two week's notice in writing.  The Company may
waive the notice,  in whole or in part, but will remain  responsible for payment
of all salaries, expenses and bonuses due up until the end of the notice period.

                                       3

<PAGE>

Also,  this  agreement  may be  terminated  by the  Company on the giving of one
month's notice.  At the conclusion of the notice period or expiry of the term or
any renewal  thereof,  the Company shall pay the  Consultant his gross salary as
set  out  in  this  agreement  for a six  (6)  month's  period,  payable  at the
Consultant's departure, along with any bonuses or expenses due to the Consultant
at the date of termination.

13.      NOTICE

Any notice or other  communication  required or permitted to be given under this
agreement  shall be in writing  and may be  delivered  personally  or by prepaid
registered  mail,  addressed in the case of the Company at 721 S.E. 17th Street,
suite 200, Fort  Lauderdale  (Florida)  33316,  and in the case of Consultant at
2322 S Cypress Bend Dr. Apt D209,Pompano Beach, (Florida) 33069.

Notice given by pre-paid  registered  mail shall be deemed to have been received
by the Recipient on the fourth business day after mailing.

Either  party may change the  address to which  Notice  must be  delivered  upon
simple written notice to the other party.


14.   CONFIDENTIAL INFORMATION AND TRADE SECRETS
     "PROPRIETARY INFORMATION"

The  Consultant  shall not,  either during the term of his  Employment or at any
time thereafter,  disclose to any person, unless required by law, any secrets or
confidential  information,  "Proprietary Information" concerning the business or
affairs or financial  position of the  Consultant  or any company with which the
Company is or may hereafter be affiliated.


"Proprietary Information" shall not include any information which:

a)       The Company or its  Representative  possess on a  non-confidential
         basis and not in  contravention of any applicable law; or
b)       Is or becomes generally available through no fault of the Consultant;
         or
c)       Is  received  by the  Consultant  from an  independent  third party
         that is lawfully in the  possession of same and under no obligation to
         Company with respect thereto; or
d)       Is  required  to  be  disclosed  pursuant  to  application  law  or
         order  of a  court  of  competent jurisdiction; or
e)       Any  information  already  known to the  Consultant  prior to  entering
         into the  present  Employment Agreement;

                                       4

<PAGE>

15.      CLIENTELE AND/ OR GOODWILL

At the end of the present agreement, all parties agreed that the Consultant will
not keep his clientele and this without any recurs.


16.      WAIVER

The waiver by either party of any breach or  violation of any  provision of this
agreement shall not operate or be construed as a waiver of any subsequent breach
or violation of it.

17.      AMENDMENT OF CONTRACT

This agreement  contains the whole of the agreement  between the Company and the
Consultant  and there are no other  warranties,  representations,  conditions or
collateral agreements except as set forth in this agreement. Any modification to
this  agreement  must be in writing and signed by the parties hereto or it shall
have no effect and shall be void.


18.      SECTIONS AND HEADINGS

The headings in this  agreement are inserted for  convenience  of reference only
and shall not affect interpretation.


19.      SEVERABILITY

If any provision of this agreement is determined to be invalid or  unenforceable
in whole or in part such invalidity or  unenforceability  shall attached only to
such  provision or part thereof and the remaining part of such provision and all
other provisions hereof shall continue in full force and effect.


20.      CHOICE OF LAW

The parties agree that this agreement be governed and  interpreted  according to
the laws in force in the State of Florida.

The Consultant acknowledges that he has read and understands this agreement, and
acknowledges that he has had the opportunity to obtain  independent legal advice
with respect to it.

                                       5

<PAGE>

BOTH PARTIES HAVE REVIEWED AND AGREED ON ALL THE ABOVE ISSUES;  SIGNED IN LAVAL,
THIS 1st DAY OF APRIL 2000.


Consultant                                  Company



                                            ____________________________________
Abdel Jabbar ABOUELOUAFA                    Benoit DUFRESNE
                                            BIOMASSE INTERNATIONAL INC




                                            ____________________________________
                                            Jean GAGNON
                                            BIOMASSE INTERNATIONAL INC

                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>EXHIBIT 10.6 - LICENSE AGREEMENT
<TEXT>



                               LICENSING AGREEMENT

MEMORANDUM OF AGREEMENT MADE AT THE CITY OF MONTREAL,  PROVINCE OF QUEBEC ON THE
26TH DAY OF APRIL 1999.


BY AND BETWEEN :    MARC DUFRESNE (1978) INC., a body politic and corporate duly
                    incorporated according to law and having its Head Office and
                    principal  place of business in the city of  Trois-Rivieres,
                    at 5345 St-Joseph Street, Quebec G9A 5M4, herein represented
                    by its president,  Mr. Benoit Dufresne, duly authorized,  as
                    he so declares;

                    (hereinafter referred to as MARC DUFRESNE (1978) INC.)

AND :               BIOMASSE  INTERNATIONAL  INC., a body politic and  corporate
                    duly incorporated  according to law and having its principal
                    place of  business  in the city of  Trois-Rivieres,  at 5345
                    St-Joseph Street,  Quebec G9A 5M4, herein represented by its
                    president,  Mr. Benoit Dufresne,  duly authorized,  as he so
                    declares;

                    (hereinafter referred to as Biomasse or Licensee)

                    ----------------------------------------------------



INTRODUCTION

WHEREAS MARC DUFRESNE (1978) INC. has developed and advanced a unique technology
to process and dispose of the waste  created by pulp and paper  companies  in an
efficient  and  environmentally-friendly  way  (hereinafter  referred  to as the
System), as more fully described in schedule A of the present Agreement;

WHEREAS MARC  DUFRESNE  (1978) INC. is the sole owner of all rights  relating to
the System;

WHEREAS in its efforts to market the System, it appeared to MARC DUFRESNE (1978)
INC. that such a marketing should be made through a specific  corporation  other
than MARC DUFRESNE (1978) INC.;

WHEREAS Biomasse can and is willing to market the System;

THIS AGREEMENT  WITNESSETH THAT IN CONSIDERATION  OF THE COVENANTS,  AGREEMENTS,
WARRANTIES  AND  PAYMENTS  HEREIN SET OUT AND PROVIDED  FOR, THE PARTIES  HERETO
RESPECTIVELY COVENANT AND AGREE AS FOLLOWS :

                                       1

<PAGE>

0.00     INTERPRETATION

         0.01     Terminology

         Where used herein or in any  amendments  hereto,  the  following  terms
         shall have the following meanings respectively :

         0.01.01  Agreement

         Agreement means the present  agreement  including its introduction and
         schedules and all future amendments to the agreement;

         0.01.02  Intellectual Property

         Intellectual property means acronyms,  designs,  brand marks, symbols,
         pictograms,  slogans,  signs, posters,  plates, forms,  stationery and
         others identification items, methods and techniques which are created,
         developed or used by the Licensee as owner, holder, author, registered
         user,  authorized user or in any other  qualification used in relation
         with the  marketing  of the System,  copyrights,  patents,  industrial
         designs and trademark as well as all future such items which should be
         acquired  in the  future  by MARC  DUFRESNE  (1978)  INC.  and/or  the
         Licensee;

         0.01.03 Legal Representatives

         Legal  representatives  means  for  each  party,  depending  upon  its
         condition and structure, its executors, heirs, assignees or agents;

         0.01.04  Know-how

          Know-how  means  all  technical  informations,  procedures,  formulas,
          industrial secrets, technical uses, diagrams, designs, specifications,
          lists of materials,  production  guides and informations  developed or
          used by MARC DUFRESNE  (1978) INC.  and/or the Licensee in relation to
          the System;

         0.01.05  Industrial Secrets

          Industrial  secrets means any confidential  informations  normally not
          revealed by Mac Dufresne  and/or  Licensee to their  competitors,  any
          knowledge  acquired  by  the  Licensee  in  relation  to  the  present
          licensing  Agreement without which the System will be deprived of some
          of its  originality,  efficiency  and/or  exclusivity  as  well as any
          procedure not patented;

         0.01.06  Territory

          Territory means the world;

                                       2

<PAGE>

0.02     Juridiction

         0.02.01  Subjection

         This Agreement, its interpretation, performance, application, validity
         and effects shall be subject to the applicable laws, in effect, in the
         Province of Quebec and in Canada,  which partly or totally  govern the
         scope of provisions herein contained;

         0.02.02  Presumption

         Any  provision  contained  in the  present  Agreement  which is not in
         conformity  with the  applicable  laws shall be deemed  null and void,
         insofar as such measure is prohibited  by one of said laws.  And so it
         shall be for any subordinate  stipulation or bound to such disposition
         insofar as such measure or applicability depends on said disposition;

         0.02.03  Adaptation

         In any case where a  provision  shall  violate an  applicable  law, it
         shall be interpreted,  as the case may be, as a means of conforming to
         said  applicable  law,  or failing  to do so, in the most  susceptible
         method in order to  respect  the  intention  of both  parties  without
         waiving the  prescriptions  of any applicable law that parties wish to
         respect;

         0.02.04  Continuation or Avoidance

         Where the present  Agreement  shall  contain an  interdict,  all other
         provisions  of said  Agreement  shall remain valid and biding upon the
         parties,  unless the provision  (s) contrary to an  applicable  law is
         (are) deemed essential to the adequate performance of the Agreement or
         to the stability of the respective provisions of the parties and where
         no compatible  interpretation  with any applicable law (s) may correct
         the  deficiency,  in which case the present  Agreement  shall be found
         null  ab  initio  and the  parties  returned  to  their  original  and
         respective  position,  where  possible,  while taking into account the
         evolution  of their  respective  position  since the  duration  of the
         Agreement, in order to come to an equivalent adjournment,  as case may
         be;

0.03     Priority

         The  present   Agreement  shall  constitute  the  total  and  integral
         understanding  intervened  between the  parties,  excluding  any other
         document, contract or previous verbal promise or concomitance that may
         have taken place in the framework of the transactions having proceeded
         the final  performance  of the  Agreement,  that the  parties  declare
         inadmissible  as an element  susceptible  to modify or hinder,  in any
         way, one of the other provisions of the present Agreement;

                                       3

<PAGE>

0.04     General

         0.04.01 Time of the Essence

         Time shall be the essence in this  Agreement.  In  calculation  of any
         time limit provided for in the present Agreement,  the following rules
         should have effect :

         -     The first day is not taken into account but the last day is;

         -     Non legal days are  accounted  for;  but if the last day of the
               time limit is a non legal  day,  then the time limit ends on the
               next legal day;

         -     When used in present Agreement,  the term month refers to
               calendar months;

         If the  Agreement  refers to a precise  date which is a non legal day,
         then the Agreement  should be readed with that precise date  referring
         to the next legal date;

         0.04.02 Concurrence

         All rights  stipulated in the present Agreement are concurrent and not
         alternate. Any waiver of an agreed right by one or the other party, in
         favor of the other,  shall not be interpreted as a waiver to any other
         right,   herein   accepted,   unless  the   wording  of  a   provision
         exceptionally indicates the necessity of such choice;

         0.04.03  American Funds

         All amounts  referred to in the present  Agreement shall be considered
         as American Funds;

         0.04.04 Gender and Number

         Where the  understanding  of the wording is  required,  the  masculine
         expression  shall also include feminine and vice versa; the same shall
         apply for a word expressing a number where singular shall also include
         plural and vice versa.  Any sentence  containing a versatility  in the
         wording,  shall be interpreted  where the sense  demands,  in a way to
         accommodate  the  appropriate  version  of  such  word,  with  all the
         grammatical  changes  required in order to confer a logical meaning to
         the sentence concerned;

         0.04.05  Titles

         The titles used in the present  Agreement have no real  interpretative
         value - they serve as classification  and  identification  elements of
         the  constitutive  provisions  of the  Agreement  between  the parties
         recorded in the instrument and, for this reason, they cannot influence
         the interpretation of a provision;

                                       4

<PAGE>

1.0      LICENSE

         1.01  Conditional  upon full respect by the Licensee of any and all of
               its obligations under the present Agreement, MARC DUFRESNE (1978)
               INC. grants to the Licensee an exclusive right to market
               worldwide System;

2.0      PRICE

         2.01 Shares

         The Licensee  undertakes  to issue to MARC  DUFRESNE  (1978) INC. FIVE
         HUNDRED  EIGHTY EIGHT  THOUSANDS  (588 000) common  shares class B, at
         $1.00 each share, based on 18% of Tripap's projected contract revenues
         (between Tripap inc. and Biomasse Pates et Papiers inc.);

         2.02     Royalties

                  The Licensee  undertakes to pay to MARC DUFRESNE (1978) INC.
                  continuous  royalties in conformity with the terms specified
                  in Schedule B;

3.0      REPRESENTATIONS AND WARRANTIES OF MARC DUFRESNE (1978) INC.

         MARC  DUFRESNE  (1978)  INC.  covenants,  represents  and  warrants as
         follows  and  acknowledges  that the  Licensee  is  relying  upon such
         covenants,  representations  and  warranties to enter into the present
         Agreement :

         3.01     Status

         MARC DUFRESNE (1978) INC. has been duly incorporated and organized and
         is  validly  subsisting  and in  good  standing  according  to Laws of
         Canada;

         3.02     Capacity

         MARC  DUFRESNE  (1978) INC.  has the legal  capacity to enter into the
         Agreement  contemplated  hereby  and to  fulfill  all  and  any of its
         obligations  under the present  Agreement.  The granting of the resent
         License is not subject to any restriction;

4.0      REPRESENTATIONS AND WARRANTIES OF THE LICENSEE

         The  Licensee  covenants,   represents  and  warrants  as  follows  and
         acknowledges  that MARC  DUFRESNE  (1978)  INC.  is  relying  upon such
         covenants,  representations  and  warranties  to enter into the present
         Agreement :

         4.01     Status

         The Licensee has been duly  incorporated  and organized and is validly
         subsisting and in good standing according to the laws of Florida;

                                       5

<PAGE>

         4.02     Capacity

         The  Licensee  has the  legal  capacity  to enter  into the  Agreement
         contemplated  hereby  and to  fulfill  all and any of its  obligations
         under the present Agreement. The granting of the resent License is not
         subject to any restriction;

5.0      COVENANTS OF MARC DUFRESNE (1978) INC.

         MARC DUFRESNE (1978) INC. covenants and agrees with the Licensee that :

         5.01     Exclusivity

         As long as the present  Agreement is in effect,  MARC DUFRESNE  (1978)
         INC.  will not grant to anybody  else any license  with respect to the
         System;

         5.02     Peaceful enjoyment

         Marc Dufresne (1978) inc. will deploy its best efforts so the Licensee
         can enjoy  peacefully  the  rights  granted  to him under the  present
         Agreement;

         5.03     Signings

         MARC  DUFRESNE  (1978) INC.  undertakes  to sign all and any documents
         necessary or useful to  acknowledge  and/or protect the rights granted
         to the Licensee under the present Agreement;

6.0      COVENANTS OF THE LICENSEE

         The Licensee covenants and agrees with MARC DUFRESNE (1978) INC. that :

         6.01     Best Efforts

         The  Licensee  undertakes  to  engage  in  great  activity  to  market
         worldwide  the System  according to its  projected  use, in conformity
         with the terms of the present Agreement;

         6.02     Marketing Plan

         Within one hundred and twenty (120) days of the signing of the present
         Agreement,  the Licensee undertakes to present to MARC DUFRESNE (1978)
         INC. a marketing  plan which content will allow MARC  DUFRESNE  (1978)
         INC. to estimate the foreseen  progress of the marketing of the System
         worldwide;

                                       6

<PAGE>

         6.03     Quality Control

                  The Licensee  undertakes  to mandate a quality  control  agent
                  chosen by MARC  DUFRESNE  (1978) INC. to inspect the operation
                  of the System and to verify such  operation with the standards
                  to  be  set-up  by  MARC  DUFRESNE  (1978)  INC.  at  its  own
                  discretion.  The  Licensee  undertakes  to fully  respect such
                  standards  and to allow the quality  control  agent  chosen by
                  MARC DUFRESNE  (1978) INC. to mark the products  being part of
                  the System with any seal of quality control;

         6.04     Departure from the System

                  The  Licensee  undertakes  not  to  depart  from  any  of  the
                  specifications  of the  System or  amelioration  to the System
                  developed  by MARC  DUFRESNE  (1978) INC. or from any eventual
                  patents in respect of the  System  without  having  previously
                  obtained a written  consent of MARC  DUFRESNE  (1978)  INC. to
                  this effect;

         6.05     Inspection

                  The Licensee  undertakes to give to any representative of MARC
                  DUFRESNE (1978) INC. and its quality control agent full access
                  to all business places  incorporating the System during normal
                  business hours (if the  authorization can be obtained from the
                  owner of the  installation)  in order to allow  MARC  DUFRESNE
                  (1978)  INC.  and/or  its  quality  control  agent to  satisfy
                  themselves  of the full respect by the Licensee of all and any
                  of its obligations under the present Agreement;

         6.06     Modifications

                  The  Licensee  undertakes  to inform  MARC  DUFRESNE  (1978)
                  INC.of any modifications to any component of the System;

         6.07     Improvements

                  6.07.01  Notice

                  The Licensee  undertakes  to notice by writing  MARC  DUFRESNE
                  (1978)  INC.  of  all  and  any  improvement  to  the  System,
                  patentable  or not,  being  developed  by an  employee  of the
                  Licensee  of which the  Licensee  becomes  aware of during the
                  course of the Agreement.

                  As well, MARC DUFRESNE  (1978) INC.  undertakes to notice by
                  writing  the  Licensee  of all  and any  improvement  to the
                  System,  being  developed by any  employee of MARC  DUFRESNE
                  (1978) INC. of which MARC DUFRESNE (1978) INC. becomes aware
                  of during the course of the present Agreement;

                                       7

<PAGE>

                  6.07.02  Inclusion of Improvements

                  The Licensee undertakes, upon written request by MARC DUFRESNE
                  (1978) INC., to cede and transfer to MARC DUFRESNE (1978) INC.
                  or its quality  control  agent,  as indicated by MARC DUFRESNE
                  (1978) INC., any  improvement to the System made by or know by
                  the Licensee  during the course of the present  Agreement  and
                  the Licensee  undertakes to transfer to MARC  DUFRESNE  (1978)
                  INC.  or its  quality  control  agent,  as  indicated  by MARC
                  DUFRESNE   (1978)   INC.,   all  the   necessary   or   useful
                  documentation  to allow the property of such improvement to be
                  vested into MARC DUFRESNE (1978) INC.;

                  6.07.03  Application for Patent

                  The decision to file for any patent in respect of the System
                  will be at the sole discretion of the Licensee;

                  6.07.04  Employees

                  Within  ninety (90) days  following the signing of the present
                  Agreement,   the  Licensee   undertakes  to  obtain  from  its
                  employees a written cession of any future right to all and any
                  improvement  to the  System,  developed  by any of them in the
                  course of the present Agreement.  A similar undertaking should
                  be obtained by the Licensee  from any new employee at his time
                  of hiring.

     6.08     Confidentiality

              The  Licensee  hereby   acknowledges   that  all  information  or
              knowledge  relating  to the  System is  confidential  and a trade
              secret  of  MARC  DUFRESNE   (1978)  INC.  The  Licensee   hereby
              acknowledges   that  the   non-authorized   divulgation  of  such
              information  and/or  knowledge  can  cause  serious  harm to MARC
              DUFRESNE (1978) INC. Therefore, the Licensee covenants and agrees
              with Marc Dufresne inc, the following :

              a) The  Licensee  will use its best  efforts to protect the trade
                 secret  relating to the System against any  non-authorized
                 third party;

              b) The  Licensee  will use its best  efforts to make sure all and
                 any of its employees act in accordance with its obligation
                 under sub-paragraph a) hereinabove;

              c) The Licensee undertakes to obtain the previous written consent
                 of MARC DUFRESNE  (1978) INC.  before  divulging any trade
                 secret relating  to the  System  to any  third  party  and
                 only if such divulgation  is necessary for the  fulfillment
                 of the Licensee's obligations  under the  present  Agreement
                 and if the said third party  has   previously   agreed  to  the
                 same   confidentiality obligations as specified in the present
                 section. Furthermore, the Licensee   covenants   and  agrees
                 to  keep   confidential   the description of the System, if the
                 said description or any part of it is not patented,  as much as
                 any other information  permitting or facilitating the marking
                 of elements of the Systems or the use for such elements;

                                       8

<PAGE>

     6.09     Book-keeping

              The Licensee undertakes to maintain complete and detailed account
              books  and  ledgers,   to  keep  a  full,  precise  and  detailed
              accounting  and to keep in these  accounting  books all pertinent
              information  relating to plans where the System will be installed
              and serviced by the Licensee. Furthermore, the Licensee grants to
              the  representatives  designed by Marc Dufresne inc. the right to
              inspect and audit these books,  ledgers and other  documents,  at
              any  time  during  normal  business  hours,  for  the  and  other
              documents, at any time during normal business hours, for the full
              length  of the  present  Agreement  and  for one  (1)  more  year
              thereafter;

     6.10     Financial Reports

              The Licensee  undertakes to supply MARC DUFRESNE  (1978) INC.,
              starting  with the first payment of royalties due according to
              Section 2.01 of the present  Agreement,  a financial report in
              the form specified in Schedule C,  including all pertinent
              information  to determine  the amount of royalties due to MARC
              DUFRESNE  (1978) INC.  according  to such  Section 2.01 of the
              present Agreement. These reports will have to be signed by the
              Directors  of the  Licensee and audited by the auditors of the
              Licensee and certified by them to MARC DUFRESNE (1978) INC. as
              accurate;

     6.11     Signings

              The Licensee  undertakes to sign all and any documents  necessary
              or useful to  acknowledge  and/or  protect the rights  granted to
              MARC DUFRESNE (1978) INC. under the present Agreement;

7.0      SPECIAL PROVISIONS

         7.01     Protection of the System

                  The  Licensee  undertakes  to promptly  notice  MARC  DUFRESNE
                  (1978) INC., upon being informed of it, of any infringement or
                  violation of all and any present or future patents relating to
                  the System or all any technology  relating to the System. MARC
                  DUFRESNE  (1978) INC. and the Licensee  covenant and agree, in
                  such  and  eventuality,  to  consult  each  other  in order to
                  determine a proper way of action.  If both  parties then agree
                  to initiate  judicial  proceedings,  then the Licensee will be
                  responsible,  at his own  expenses,  to take  and  carry  such
                  judicial proceedings.

                  If  one of the  two  parties  is of  opinion  not to  initiate
                  judicial proceedings at his own expenses, MARC DUFRESNE (1978)
                  INC.  then having  always a recourse  against the Licensee for
                  reimbursement  of costs and/or  damages  incurred or sustained
                  directly or indirectly.  The mechanism  provided for under the
                  present  section  will be  applicable  up to the Court of last
                  resort.

                                       9

<PAGE>

                  In the case of any action or other legal  proceedings  against
                  the  Licensee  based upon the fact that the  operation  of the
                  System is an  infringement  of a patent or  industrial  design
                  owned by a third  party,  the  Licensee  undertakes  to notice
                  promptly  MARC  DUFRESNE  (1978)  INC. of such action or legal
                  proceedings  and to promptly  transmit to MARC DUFRESNE (1978)
                  INC. all related  documents  given or served to the  Licensee.
                  The  Licensee  covenants  and  agrees  to  closely  and  fully
                  collaborate with MARC DUFRESNE (1978) INC. in challenging such
                  court action or legal proceedings,  including without limiting
                  the generality of the previous undertaking,  to make available
                  promptly  to MARC  DUFRESNE  (1978)  INC.  all and any  files,
                  information, samples and other pertinent elements.

                  Subject to the following  requirements,  MARC DUFRESNE  (1978)
                  INC.  undertakes to take side with the Licensee in all and any
                  such court action or legal proceedings.

                  The  Licensee  covenants  and  agrees  that  no out  of  court
                  settlement  will be  entered  into  without  previous  written
                  consent of MARC DUFRESNE (1978) INC.

                  All and any  compensation  paid in  relation to these court or
                  other legal proceedings will have to be deposited into a trust
                  account managed jointly by a legal  representative  to each of
                  MARC  DUFRESNE  (1978)  INC.  and  the  Licensee  and  will be
                  apportioned between MARC DUFRESNE (1978) INC. and the Licensee
                  after  reimbursement of the related legal fees and costs which
                  have to be paid by the Licensee.

           7.02   Force majeure

                  Neither  party hereto shall be liable for,  failure to perform
                  its  obligations  hereunder for reasons  beyond its reasonable
                  control  including,  without  limitation,  acts  of God or the
                  common enemy, the elements,  earthquake, floods, fires, riots,
                  strikes, lockouts and work stoppages;

           7.03   Parties relation

                  Nothing in the present  Agreement  should be  interpreted  has
                  creating  between MARC DUFRESNE (1978) INC. and the Licensee a
                  principal-agent     relationship,     a    partnership,     an
                  employer-employee  relationship or making the Licensee or MARC
                  DUFRESNE  (1978)  INC.  a legal  representative  of the  other
                  party.  Furthermore,  the Licensee has no legal power to enter
                  into legal  agreement  on the behalf of MARC  DUFRESNE  (1978)
                  INC.

                  The  parties   acknowledge   that  they  act  as   independent
                  contractors  and each of them is free to run its own  business
                  as he sees  fit to in  respect  of the  terms  of the  present
                  Agreement;

          7.04    Non assignment

                  The  Licensee  may not  assign  this  Agreement  on any of its
                  rights and  obligations  hereunder  without the prior  written
                  consent  of MARC  DUFRESNE  (1978)  INC..  all and any of such

                                       10

<PAGE>

                  assignment in breach the present  Section is null and void and
                  non opposable to the other party;

          7.05    No warranty

                  The  Licensee  acknowledges  that MARC  DUFRESNE  (1978) INC.
                  and/or  its  employees  and/or its legal  representatives  are
                  making no  representation  nor  giving no  warranty,  even the
                  usual  implicit  commercial  warranty  of  good  value  and/or
                  suitability to the Licensee in respect to the System;

          7.06    Limit of liability

                  The  parties  hereby  covenant  and agree  that MARC  DUFRESNE
                  (1978)  INC.  cannot  be  held   responsible  for  any  damage
                  sustained by the Licensee or any third party in relation  with
                  the  operation  of  the  System.   Furthermore   the  Licensee
                  undertakes to promptly indemnize MARC DUFRESNE (1978) INC. for
                  any claim against MARC  DUFRESNE  (1978) INC. in relation with
                  the license granted by the present  Agreement or the operation
                  of the System;

8.0      GENERAL PROVISIONS

          8.01    Schedules

                  All the  Schedules  to the  present  Agreement  initialed  by
                  the parties for  identification  are one integral part of the
                  present Agreement;

          8.02    Arbitration

                  Any  claim  arising  from  the  present   Agreement  which  is
                  challenged, any controversy or dispute regarding the execution
                  of the present Agreement,  including its annulment, as well as
                  any dispute with regard to the  interpretation  or application
                  of the present  Agreement  must be submitted to arbitration to
                  the exclusion of the courts,  the whole in accordance with the
                  procedure hereinafter established.
                  Any party to the present  Agreement wishing to submit a claim,
                  conflict,  dispute or disagreement to arbitration must forward
                  to the other party a written notice  (hereinafter  referred to
                  as Notice to Arbitrate), containing the following items :

                  a) a  reasonably  detailed  description  of the claim,
                     conflict, dispute or disagreement to be submitted to
                     arbitration;

                  b) the name, address and profession of the person proposed to
                     act as  either  a  sole  arbitrator  or  on  a  board  of
                     three  (3) arbitrators;  the other  party  must,  within a
                     delay of ten (10) days as of the receipt of the Notice to
                     Arbitrate, forward to the plaintiff  party a notice
                     confirming  the choice of the proposed arbitrator  or the
                     name,  address  and  profession  of the person proposed as
                     the second arbitrator. In the event of the default by the
                     other party to contest in writing the choice of the
                     proposed arbitrator within the prescribed delay, such other
                     party shall be deemed to have  accepted  the proposed
                     arbitrator  who shall act alone;

                                       11

<PAGE>

                  If a second  arbitrator has been nominated in accordance  with
                  the  proceeding   provisions,   the  two  (2)  arbitrators  so
                  nominated must,  within ten (10) days of the nomination of the
                  second  arbitrator,  proceed with the  nomination of the third
                  arbitrator.  In the event of the  default by the two (2) first
                  arbitrators  to  choose  the  third   arbitrator   within  the
                  prescribed delay, or should the two (2) first arbitrators fail
                  to concur on the  choice of the third  arbitrator  within  the
                  prescribed  delay,  the  appointment  of the third  arbitrator
                  shall  be  referred  to  and  made  by a  court  of  competent
                  jurisdiction upon the motion of the more diligent party;

                  The date of  hearing of the  parties  in dispute  must be held
                  twenty  (20)  days  following  the  receipt  of the  Notice to
                  Arbitrate (if the  appointment of a second  arbitrator has not
                  been made in  accordance  with the preceding  provisions),  or
                  within  ten  (10)  days  of  the   appointment  of  the  third
                  arbitrator, as the case may be. The award of the arbitrator or
                  board of arbitrators must be rendered in writing and served to
                  the parties  within fifteen (15) days following the hearing of
                  the parties.  Any such award which is rendered  shall be final
                  and without appeal,  and shall become  executory as a judgment
                  against the parties upon homologation;

                  The  parties  to these  presents  agree  that  the  provisions
                  presently in effect in the Code of Civil  Procedure of Quebec,
                  shall  receive  suppletive   application  to  any  arbitration
                  proceeding  undertaken  of  held  by  virtue  of  the  present
                  division.   In  the  event  of  a  contradiction   within  the
                  provisions  of the present  division and the  provision of the
                  aforementioned  sections  of the  Code of Civil  Procedure  of
                  Quebec,  the  provisions  of the present  division  shall have
                  precedence;

          8.03    Notice

                  Any notice  required under the present  Agreement  shall be in
                  writing  and  shall  be  delivered  by  a  communication  mode
                  permitting  to the sending  party to prove its delivery to the
                  addressee at the address hereby  mentioned at the beginning of
                  this  Agreement.  Any party  hereto may change its address for
                  service by written notice given as aforesaid;

          8.04    Amendment

                  No  amendment  of  this  Agreement  shall  be  binding  unless
                  expressly  provided in an instrument  duly executes by parties
                  hereto;

          8.05    Non-Renunciation

                  The  silence  on the part of one  party or its  negligence  or
                  tardiness  in  exercising  a right or recourse  which has been
                  granted  or made  available  to it by  virtue  on the  present
                  Agreement  shall never be  interpreted  or held  against  such
                  party as a renunciation to any right or recourse;

                                       12

<PAGE>

9.0      TERMINATION AND EXPIRY

         9.01     MARC DUFRESNE (1978) INC. shall have right to terminate this
                  Agreement :

         a)         if the Licensee fails to pay in due time an amount due under
                    Section  2.0 of the  present  Agreement  and fails to remedy
                    such  default  within  five  (5)  days of the  sending  of a
                    written notice by MARC DUFRESNE  (1978) INC. to the Licensee
                    asking to do so;

         b)         for  breach  or  default  of any of  its  provisions  by the
                    Licensee  if the  Licensee  fails to remedy  such  breach or
                    default  within thirty (30) days after MARC DUFRESNE  (1978)
                    INC. has given the Licensee a written notice  specifying the
                    nature of such breach or default, and;

         c)         if proceedings  for the voluntary  winding up or liquidation
                    of the Licensee are commenced or if  bankruptcy,  insolvency
                    or other similar  proceedings  for such purposes  brought by
                    another are  commenced  against the  Licensee  (unless  such
                    proceedings are part of a scheme for  reconstruction in such
                    manner that the  company  resulting,  if a  different  legal
                    entity, shall effectively agree to be bound by or assume the
                    obligations of this  Agreement) or if a trustee,  manager or
                    receiver be  appointed to the whole or part of the assets of
                    the Licensee;

          9.02      Obligations

                  Notwithstanding  the  termination  and  expiry of the  present
                  Agreement,  the  Licensee  should  continue to be bound by the
                  dispositions of Section 6.08 of the present Agreement;

10.0     TERM

         This  Agreement  will be  effective  as of the date of execution by the
         parties  and shall  continue  in full  force and effect for a period of
         fifteen (15) years thereafter,  and renewable at the sole option of the
         Licensee,  by written notice given to MARC DUFRESNE (1978) INC., at the
         latest one (1) month before the  expiration  date of the first  fifteen
         (15) years  term,  for another  period of fifteen  (15) years under the
         same terms and conditions then those the present Agreement;

11.0     SUCESSORS IN INTEREST

         This Agreement and the provisions hereof shall ensure to the benefit of
         and be binding  upon the parties and their  respective  successors  and
         assigns;


                                       13

<PAGE>

12.0     LANGUAGE

         The  parties  have  required  that this  Agreement  and all  contracts,
         documents or notices relating thereto be in the English  language;  les
         parties ont exige que cette  convention  et tout  contrat,  document ou
         avis afferents soient en langue anglaise.


IN WITHNESS  WHEREOF,  the parties have executed this Agreement on the dates and
at the places hereinafter mentioned.

                                       MARC DUFRESNE (1978) INC.



                                       --------------------------------------
                                       BY : SIMON DUFRESNE, president



                                       BIOMASSE INTERNATIONAL INC.



                                        --------------------------------------
                                        BY : BENOIT DUFRESNE, president

                                       14

<PAGE>

                                 SCHEDULE A

The schedule A includes the Cahier de Charge of the System. The <<Cahier
de charge>> is the system's development planification document.


                                       15
<PAGE>

                                 SCHEDULE B


                   Methods of payment of continuous royalties



The royalties of an amount of  :

1 % for the first year

2 % for the second year

3 % for the third year

4 % for the fourth year

5 % for the fifth year and after, if applicable

of the sale price  (before any  deduction  or discount) if any and sales made by
the Licensee  should be payable to MARC DUFRESNE (1978) INC. by the Licensee for
each quarterly period of a calendar year of the Licensee within  forty-five (45)
days of the end of such  quarterly  period  together with a  certificate  of the
president  or the  vice-president  finance  of  the  Licensee  certifying  as to
accuracy and method of calculating the amount of such payment, which is based on
the invoicing of the Licensee.

                                       16

<PAGE>

                                 SCHEDULE C

                                Financial report


                                       17

<PAGE>

                              PROTOCOL OF AGREEMENT


BETWEEN:            MARC DUFRESNE (1978) INC.,  corporation  legally constituted
                    with  the  head  office   located  in  5345  St.  Joseph  at
                    Trois-Rivieres   ouest.   Province   of  Quebec  (G9A  5M4),
                    represented   by  Simon   DUFRESNE   and  Benoit   DUFRESNE,
                    respectively President and Secretary, duly authorized to act
                    for present purposes, such as they state.

                    (hereafter called MDI)

AND:                BIOMASSE  INTERNATIONAL INC. corporation legally constituted
                    and located at 721 SE 17 Street, Ft Lauderdale, FL 33316 and
                    represented  by Abdel Jabbar  ABOUELOUFA,  vice  president -
                    strategic  affairs,  duly  authorized  to  act  for  present
                    purposes, such as he states.

                    (hereafter called BIOMASSE)

                    ----------------------------------------------

WHEREAS parties have terminated the convention of license and this, by virtue of
protocol of agreement signed 26 February 1999.

WHEREAS MDI has been  committed  to transfer  the  intellectual  property of the
system of sludge recovery used of pulp and paper to BIOMASSE;

CONSEQUENTLY, THE PARTIES AGREE TO THE FOLLOWING:

1.       Presently,  MDI  transferring  to BIOMASSE  all  intellectual  property
         rights  connected  to the  system  of  biomasse,  the  whole  such that
         described in the cost notebook  joined in annex in the previous  signed
         license convention between the parties the 26 of April 1999,

2.       MDI and their  administrators hold responsibility on the reliability of
         the technical  and  scientific  data stated in the said cost  notebook.
         Thus,  all  expenses  that will be  committed by BIOMASSE to put to day
         this data or to modify them so as to render the system exploitable will
         be to the cost of MDI that are  committed  to  benefit  them on  simple
         presentation of invoices, if need be,

3.       The parties presently commit themselves to signing any other documents
         or conventions necessary to exhibit the rights of BIOMASSE and to do
         this, on simple demands of the latter,

<PAGE>

IN FAITH, THE PARTIES HAVE SIGNED THE PRESENT AGGREEMENT AT TROIS-RIVIERES OUEST
THE 29TH OF NOVEMBER 1999.


                                         MARC DUFRESNE (1978) INC.



                                             ------------------------------
                                         By: SIMON DUFRESNE, president



                                             ------------------------------
                                         By: BENOIT DUFRESNE, secretary



                                         BIOMASSE INTERNATIONAL, INC.



                                             ------------------------------
                                         BY: ABDEL JABBAR ABOUELOUFA
                                             Vice-president - strategic affairs

<PAGE>

                              PROTOCOL OF AGREEMENT


BETWEEN:            MARC DUFRESNE (1978) INC.,  corporation  legally constituted
                    with  the  head  office   located  in  5345  St.  Joseph  at
                    Trois-Rivieres   ouest.   Province   of  Quebec  (G9A  5M4),
                    represented   by  Simon   DDFRESNE   and  Benoit   DUFRESNE,
                    respectively President and Secretary, duly authorized to act
                    for present purposes, such as they state.

                    (hereafter called MDI)

AND:                Abdel Jabbar  ABOUELOUFA and Jean GAGNON for and to the name
                    of a corporation  to be  constituted  by the Laws of Florida
                    under the social  denomination  of  Biomasse  International,
                    Inc:

                    (hereafter called BIOMASSE)

                    ----------------------------------------------

THE PARTIES STATE THE FOLLOWING:

1.       MDI desires to be implied in the corporation BIOMASSE as a shareholder.

2.       MDI presently  declares,  in good  financial  situation and gives their
         consent to have good faith  relative  to the future  relations  between
         them and BIOMASSE.

3.       BIOMASSE gives their consent to have business affairs with MDI with the
         following conditions.


THE PARTIES AGREE ON THE FOLLOWING:

4.       MDI agrees to act in good faith in the  project of BIOMASSE  and to
         subscribe  to ordinary  shares of category B of BIOMASSE represented
         between 50% and 51% of the controlling block

         If the case occurs where MDI feels  financial  difficulties  that could
         harm the  projects of  BIOMASSE,  to the supply,  to the  research  and
         development, to the subcontractor,  to the technical endorsement,  etc,
         then MDI and its  administrators  are  committed to inform  BIOMASSE in
         writing.  This last, on reception of the notice of MDI will be able, to
         its whole  discretion,  to proceed to the  repurchase  of shares of MDI
         with counterparts of a sum of 0.001 $ U.S. per share;

<PAGE>

5.       MDI will grant to BIOMASSE a marketing  license of its recovery  system
         of used  sludge of pulp and  paper.  This  license  will be  granted in
         counterpart  of actions of the BIOMASSE and  royalties.  The payment of
         shares  will  represent  2 to 3 times the sums  invested  by MDI in the
         project;

6.       If the case occurs  where MDI  transmits  the notice  anticipated  from
         paragraph 4 above,  then the  convention of license that will be signed
         between  parts will become  null and non  applicable.  However,  shares
         emitted in payment of the license  will be  preserved by MDI in payment
         of the intellectual property transfer on simple demands of BIOMASSE.

7.       Presently, the parties declare to act in good faith and in the best
         interest of each other;

8.       Presently,  the parties commit themselves to sign all useful or
         necessary  documents as to give effect to commitments contained to the
         present protocol of agreement

9.       The silence of one party,  their  negligence  or their delay to exert a
         right or a recourse  that it consented by virtue the present  protocol,
         is never to be interpreted  against the such party as a renunciation to
         its  rights  and  recourse,  so  and as  long  as  the  prescription  -
         conventional  or legal - predicted  for the exercise of a such right or
         recourse is not expired;

10.      This  contract  links  parties  to  the  present,   as  well  as  their
         successors,  heirs,  administrator,  having cause and other  respective
         legal representatives, and is concluded for their benefit.

IN FAITH, THE PARTIES HAVE SIGNED AT TROIS-RIVIERES  OUEST, THE 26TH OF FEBRUARY
1999.

                                                MARC DUFRESNE (1978) Inc.



                                                -------------------------------
                                                Par: Simon Dufresne, President



                                                -------------------------------
                                                Abdel Jabbar Aboueloufa
                                                Et Jean Gagnon, pour et au nom
                                                D'une corporation a etre
                                                Constituee en vertu des Lois
                                                de la Floride sous la
                                                denomination de
                                                BIOMASSE INTERNATIONAL INC.

<PAGE>

                                  INTERVENTION

The present  protocol of agreement is intervened  Mr. Simon  DUFRESNE and Benoit
DUFRESNE as  administrator  of the company MARC DUFRESNE  (1978) Inc. These last
declare to have taken  knowledge on the protocol of agreement,  declare they are
satisfied  and are  committed  to respect all and each  dispositions  that there
mentioned.



                                                 -------------------------------
                                                 Simon Dufresne




                                                 -------------------------------
                                                 Benoit Dufresne
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>EXHIBIT 10.7 - CONSULTING AGREEMENT
<TEXT>

BBT CONSULTING GROUP LTD
1941 New York Ave.                                     Office : (718) 377-1028
Brooklyn, NY 11210                                     Fax : (718) 337-1028

--------------------------------------------------------------------------------

April 1st, 1999

Mr Benoit DUFRESNE, president
Mr Abdel Jabbar ABOUELOUAFA
BIOMASSE INTERNATIONAL INC.
5345, St-Joseph street
Trois-Rivieres ouest (Quebec)
G9A 5M4

Re :     BIOMASSE INTERNATIONAL INC. - Mandate

--------------------------------------------------------------------------------

Dear Mr Dufresne,
Dear Mr Abouelouafa,

This  letter is to confirm  our  agreement,  whereby you will engage our firm to
assist you in your mandate to obtain a (NASDAQ) OTC Bulletin  Board  listing for
the common shares of Biomasse international inc.

The major work required :

Phase I (becoming public)

o Engaging  and paying SEC  qualified  attorney;
o Filing  with an  appropriate state  commission;
o Filing Form 10 with SEC to become  reporting  company;
o Filing with various state regulatory bodies, as necessary;
o Legal opinion letter  (guaranteeing that all the rules have been followed);
o Arranging for transfer  agent;
o Arranging for 50  shareholders;
o Interfacing with all professional help and organizing the information flow.

Phase II (getting listed)

o Arranging for marketmakers;
o Assistance in filing Form to get approved and listed for trading.

BBT will be  responsible  for all  securities  related legal work,  that is, our
counsel will be engaged to complete this work. For your information please note,
that our SEC  attorney  is Irving  Rothstein  of Heller,  Horowitz & Feit of New
York, NY.

<PAGE>

                                      - 2 -

However, the cost and oversight of all accounting and audit requirements will be
your responsibility.

Our fees for the above is :

o        25 000 $ U.S. payable  immediately after the company received the
         investment from the morroco  transaction;
o        25 000 $ U.S. payable after the listing;
o        500 000 common shares and 500 000 warrants;
o        2 250 $ U.S.  per month  during one (1) year to advise and monitor
         the  trading  activity of the stock on the market.

And the  expected  time to  accomplish  the  listing is  approximately  four (4)
months.

If you are in agreement,  please sign below and  accompany  your response with a
deposit of 25 000 $ U.S.

Sincerely,



DAVID AMSEL
--------------------------------------------------------------------------------

AGREED and ACCEPTED by :



________________________ and ___________________________ on April 1st, 1999
BENOIT DUFRESNE               ABDEL JABBAR ABOUELOUAFA

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>INDEPENDENT AUDITORS CONSENT
<TEXT>



                         CONSENT OF INDEPENDENT AUDITORS


         I consent  to the use in this  Registration  Statement  on Form SB-2 of
BIOMASSE  INTERNATIONAL INC., of my report dated November 12, 1999, appearing in
the Prospectus which is part of this Registration Statement.

         I also consent to the  reference  to me under the heading  "Experts" in
such Prospectus.


                                             By:  /s/ Mark Cohen
                                                  --------------
                                                  Mark Cohen C.P.A.


Hollywood, Florida
October 20, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>12
<FILENAME>0012.txt
<DESCRIPTION>FDS --
<TEXT>

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         1083146
<NAME>                        BIOMASSE INTERNATIONAL INC.

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                              NOV-30-2000
<PERIOD-START>                                 MAR-19-1999
<PERIOD-END>                                   JUN-30-2000
<CASH>                                         3,281
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               29,357
<PP&E>                                         203,711
<DEPRECIATION>                                 370
<TOTAL-ASSETS>                                 235,217
<CURRENT-LIABILITIES>                          41,522
<BONDS>                                        0
<PREFERRED-MANDATORY>                          0
<PREFERRED>                                    0
<COMMON>                                       19,135
<OTHER-SE>                                     174,560
<TOTAL-LIABILITY-AND-EQUITY>                   235,217
<SALES>                                        0
<TOTAL-REVENUES>                               0
<CGS>                                          0
<TOTAL-COSTS>                                  296,926
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                (296,456)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (296,456)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (296,456)
<EPS-BASIC>                                    (0.018)
<EPS-DILUTED>                                  (0.018)



</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
