EXHIBIT 10.4 GENERAL SECURITY AGREEMENT TO: LASALLE BUSINESS CREDIT, A DIVISION OF ABN AMRO BANK N.V., CANADA BRANCH

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EXHIBIT 10.4

GENERAL SECURITY AGREEMENT

TO: LASALLE BUSINESS CREDIT, A DIVISION OF ABN AMRO BANK N.V.,

CANADA BRANCH

15th Floor, Maritime Life Tower, 79 Wellington Street West,

Toronto-Dominion Centre, Toronto, Ontario, M5K 1G8

(hereinafter the "Lender")

GRANTED BY: TARPON INDUSTRIES, INC.

having its principal office or place of business at:

2420 Wills Street,

Marysville, MI 48040

(hereinafter the "Debtor")

SECTION 1 - GRANT OF SECURITY INTEREST

1.1 SECURITY INTEREST

As a general and continuing security for the payment and performance of any and

all indebtedness, obligations and liabilities, present or future, direct or

indirect, absolute or contingent, matured or not, at any time owing by the

Debtor to the Lender or remaining unpaid by the Debtor to the Lender wheresoever

and howsoever incurred and howsoever evidenced, whether arising from dealings

between the Lender and the Debtor or from other dealings or proceedings by which

the Debtor may be or become in any manner indebted, obligated or liable to the

Lender, including, without limitation, under the Guarantee (as hereinafter

defined), and wherever incurred and in any currency and whether incurred by the

Debtor alone or with another or others and whether as principal, guarantor or

surety, including expenses under Sections 3.5 and 3.12 of this Agreement and all

interest, commissions, cost of realization, legal and other costs, charges and

expenses (all of the foregoing being herein collectively called the

"Obligations") the Debtor, IN CONSIDERATION OF THE OBLIGATIONS and for other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, hereby grants, bargains, assigns and transfers to the Lender a

continuing security interest in all the property, assets and undertakings of the

Debtor of whatsoever nature and kind, now owned or hereafter-acquired by or on

behalf of the Debtor, wherever located (the "Collateral") including, without

limitation:

(a) Accounts Receivable

All debts, book debts, accounts, claims, demands, moneys and choses

in action whatsoever including, without limitation, claims against

the Crown and claims under insurance policies, which are now owned

by or are due, owing or accruing due to the Debtor or which may

hereafter be owned by or become due, owing or accruing due to the

Debtor together with all contracts, securities, bills, notes, lien

notes, judgments, chattel mortgages, mortgages and all other rights,

benefits and

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documents now or hereafter taken, vested in or held by the Debtor in

respect of or as security for the same and the full benefit and

advantage thereof, and all rights of action or claims which the

Debtor now has or may at any time hereafter have against any person

or persons, firm or corporation in respect thereof (all of the

foregoing being herein collectively called the "Accounts

Receivable");

(b) Inventory

All inventory of whatever kind now or hereafter owned by the Debtor

or in which the Debtor now or hereinafter has an interest or right

of any kind, and all accessions thereto and products thereof,

including, without limitation, all goods, merchandise, raw

materials, goods in process, finished goods, packaging and packing

material and other tangible personal property now or hereafter held

for sale, lease, rental or resale or that are to be furnished or

have been furnished under a contract of service or that are to be

used or consumed in the business of the Debtor and including all

items, types and/or classes of inventory located at the places

listed in the attached Schedule "A" (all of the foregoing being

herein collectively called the "Inventory");

(c) Equipment

All goods now or hereafter owned by the Debtor which are not

inventory or consumer goods as defined in the Personal Property

Security Act (Ontario) ("PPSA") including, without limitation, the

fixtures, equipment, machinery, tools, furniture, vehicles and other

tangible personal property (all of the foregoing being herein

collectively called the "Equipment");

(d) Chattel Paper, Instruments, Securities, etc.

All chattel paper, instruments, warehouse receipts, bills of lading

and other documents of title, whether negotiable or non-negotiable,

shares, stock, warrants, bonds, debentures, debenture stock or other

securities, now or hereafter owned by the Debtor, other than the

Debtor's shares in Eugene Welding Company;

(e) Intangibles

All intangibles now or hereafter owned by the Debtor including,

without limitation, all contractual rights, goodwill, patents, trade

marks, trade names, copyrights, industrial designs and other

industrial or intellectual property or rights therein;

(f) Books and Accounts, etc.

With respect to the personal property described in Paragraphs (a) to

(e) inclusive, all books, accounts, invoices, deeds, documents,

writings, letters, papers, security certificates and other records

in any form evidencing or relating thereto and all contracts,

securities, instruments and other rights and benefits in respect

thereof;

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(g) Other Property

The uncalled capital, money, rights, bills of exchange, negotiable

and non-negotiable instruments, judgments and securities not

otherwise described in Paragraphs (a) to (f) inclusive;

(h) Replacements, etc.

With respect to the personal property described in Paragraphs (a) to

(g) inclusive, all substitutions and replacements thereof,

increases, additions and accessions thereto and any interest of the

Debtor therein; and

(i) Proceeds

With respect to the personal property described in Paragraphs (a) to

(h) inclusive, personal property in any form or fixtures derived

directly or indirectly from any dealing with such property or that

indemnifies or compensates for such property destroyed or damaged

and proceeds of proceeds whether of the same type, class or kind as

the original proceeds.

Without limiting the foregoing, the Collateral shall include all of the

following property of Debtor other than the Debtor's shares in Eugene Welding

Company, whether now or hereafter owned, existing, acquired or arising and

wherever now or hereafter located: (a) all accounts and all goods whose sale,

lease or other disposition by Debtor has given rise to accounts and have been

returned to, or repossessed or stopped in transit by, Debtor; (b) all chattel

paper, instruments, documents and general intangibles (including, without

limitation, all patents, patent applications, trademarks, trademark applications

(other than "intent to use" applications until such time as Debtor begins to use

the related trademark), tradenames, trade secrets, goodwill, copyrights,

copyright applications, registrations, licenses, software, franchises, customer

lists, tax refund claims, claims against carriers and shippers, guarantee

claims, contract rights, payment intangibles, security interests, security

deposits and rights to indemnification); (c) all goods, including, without

limitation, inventory, equipment, vehicles and fixtures; (d) all investment

property; (e) all deposit accounts, bank accounts and all deposits and cash; (f)

all letter-of-credit rights; (g) all commercial tort claims, (h) any other

property of Debtor now or hereafter in the possession, custody or control of

Lender or any agent or any parent, affiliate or subsidiary of Lender or any

participant in the Obligations for any purpose (whether for safekeeping,

deposit, collection, custody, pledge, transmission or otherwise); and (i) all

additions and accessions to, substitutions for, and replacements, products and

Proceeds of the foregoing property, including, without limitation, proceeds of

all insurance policies insuring the foregoing property, and all of Debtor's

books and records relating to any of the foregoing and to Debtor's business. All

terms used in this paragraph shall have the meanings provided in the Uniform

Commercial Code as in effect in the State of Michigan (the "Code").

1.2 DEFINITIONS AND INTERPRETATION

In this Security Agreement:

(a) Terms used herein and defined in the PPSA shall have the same

meanings as in the PPSA unless the context otherwise requires;

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(b) Any reference to "Collateral" shall, unless the context otherwise

requires, refer to "Collateral or any part thereof";

(c) The grant of the security interest herein provided for shall

include, without limitation, a fixed mortgage, hypothecation,

pledge, charge and assignment of the Collateral in favour of the

Lender;

(d) "Guarantee" shall mean the Guarantee dated as of the date hereof,

made by the Debtor in favour of the Lender with respect to the debts

and obligations of Steelbank Inc., as Borrower to the Lender, as

same may be amended, supplemented, revised, restated or replaced

from time to time;

(e) The term "Affiliate" shall mean any person or entity (i) which

directly or indirectly through one or more intermediaries controls,

is controlled by, or is under common control with, the Debtor, (ii)

which beneficially owns or holds five percent (5%) or more of the

voting control or equity interests of the Debtor, or (iii) five

percent (5%) or more of the voting control or equity interests of

which is beneficially owned or held by the Debtor;

(f) The term "encumbrance" shall include, without limitation, a security

interest, lien, hypothec, claim, charge, deemed trust or encumbrance

of any kind whatsoever;

(g) The Debtor's "Fiscal Year" shall mean each twelve (12) month

accounting period of the Debtor, which ends on December 31 of each

year;

(h) The term "GAAP" shall mean generally accepted accounting principles

in effect in the United States of America from time to time applied

in a consistent manner from period to period;

(i) The term "Person" shall mean any individual, sole proprietorship,

partnership, joint venture, trust, unincorporated organization,

association, corporation, limited liability company, institution,

entity, party or government (whether federal, provincial, regional,

city, state, local, municipal or otherwise), including, without

limitation, any instrumentality, division, agency, body or

department thereof;

(j) The term "purchase money security interest" shall mean a purchase

money security interest granted by the Debtor under the PPSA to

secure all or any part of the indebtedness incurred by the Debtor in

connection with the acquisition of property (not in excess of the

acquisition price of such property) or any extension or renewal or

replacement of such indebtedness provided that the principal amount

of such indebtedness is not increased; and

(k) The term "security interest" shall include, without limitation, a

fixed mortgage, hypothecation, pledge, charge and assignment.

1.3 LEASES

The last day of the term of any lease, oral or written, or any agreement

therefor, now held or hereafter acquired by the Debtor, shall be excepted from

the security interest hereby granted and

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shall not form part of the Collateral, but the Debtor shall stand possessed of

such one day remaining, upon trust to assign and dispose of the same as the

Lender or any assignee of such lease or agreement shall direct. If any such

lease or agreement therefor contains a provision which provides in effect that

such lease or agreement may not be assigned, sub-leased, charged or encumbered

without the leave, license, consent or approval of the lessor, the application

of the security interest created hereby to any such lease or agreement shall be

conditional upon such leave, license, consent or approval having been obtained.

1.4 DEBTOR REMAINS LIABLE

Notwithstanding anything herein to the contrary:

(a) the Debtor shall remain liable under the contracts and agreements

included in the Collateral to the extent set forth therein to

perform all its duties and obligations thereunder to the same extent

as if this Security Agreement had not been executed;

(b) the exercise by the Lender of any of the rights or remedies

hereunder shall not release the Debtor from any of its duties or

obligations under the contracts and agreements included in the

Collateral; and

(c) the Lender shall not have any obligation or liability under the

contracts and agreements included in the Collateral by reason of

this Agreement, nor shall the Lender be obligated to perform any of

the obligations or duties of the Debtor thereunder or to take any

action to collect or enforce any claim for payment assigned

hereunder.

SECTION 2 - REPRESENTATIONS AND WARRANTIES

The Debtor represents and warrants to and in favour of the Lender as follows:

2.1 ORGANIZATION

The Debtor is a corporation duly incorporated, validly existing and in good

standing under the laws of the State of Michigan and is duly qualified and in

good standing in all jurisdictions where the nature and extent of the business

transacted by it or the ownership of its assets makes such qualification

necessary. The Debtor has the right and power and is duly authorized and

empowered to enter into, execute and deliver this Security Agreement, the

Guarantee and all other agreements contemplated hereunder and perform its

obligations hereunder and thereunder. The execution, delivery and performance of

this Security Agreement, the Guarantee and all other agreements contemplated

hereunder and thereunder by the Debtor does not conflict with the provisions of

the articles of incorporation or bylaws of the Debtor, any statute, regulation,

ordinance or rule of law, or any agreement, contract or other document which may

now or hereafter be binding on the Debtor.

2.2 NO DEFAULT

The Debtor is not in default in the performance or observance of any of the

obligations, covenants or conditions contained in any material contract,

agreement or other instrument to

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which Debtor is a party or by which it is bound. The Debtor has filed its

corporate returns (including annual returns and financial statements) which are

required to be filed as of the date hereof. At the date hereof, no Default (as

hereinafter defined) exists and to the knowledge of the Debtor no event or

condition has occurred or exists which with the passage of time or the giving of

notice, or both, would constitute a Default.

2.3 TITLE

Subject only to the security interests in favour of the Lender, the Debtor has

good and marketable title to the Collateral free and clear of all encumbrances

whatsoever except as are described in the attached Schedule "B" (the "Permitted

Liens").

2.4 ENFORCEABILITY

The Guarantee and this Security Agreement an all other agreements contemplated

thereunder and hereunder constitute a valid and legally binding obligation of

the Debtor enforceable against the Debtor in accordance with their terms.

2.5 LOANS BY DEBTOR

The Debtor has not made any loans or advances to any person except for advances

made to employees, officers and directors of the Debtor for travel and other

expenses arising in the ordinary course of business, and loans already known to

the Lender and listed in Schedule "C" terms.

2.6 INFORMATION

The information, representations and warranties made by the Debtor to the Lender

in respect of the Debtor's assets, operations or otherwise including, without

limitation, the information contained in any financial statements or other

information delivered or to be delivered by the Debtor to the Lender at or prior

to the date hereof, and in the Schedules attached hereto, are true and accurate

in all material respects and to the extent that there are any errors or

omissions in said Schedules, the Debtor shall amend them accordingly. There are

no facts or circumstances not disclosed in writing to the Lender relating to the

business, properties, prospects or financial condition of the Debtor or its

ability to perform its obligations hereunder, including without limitation, with

respect to the existence of any contract, agreement or instrument or charter or

corporate restriction.

2.7 AFFILIATE TRANSACTIONS.

Except as set forth on Schedule "D" hereto or as permitted pursuant to

Paragraph 2.5 or Paragraph 3.10 hereof, the Debtor is not conducting, permitting

or suffering to be conducted, transactions with any Affiliate other than

transactions with Affiliates for the purchase or sale of Inventory or services

in the ordinary course of business pursuant to terms that are no less favourable

to the Debtor than the terms upon which such transactions would have been made

had they been made to or with a person or entity that is not an Affiliate.

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2.8 NAMES AND TRADE NAMES.

Except as set forth in Schedule "E" hereto, the Debtor name has always

been as set forth on the first page of this Security Agreement and the Debtor

uses no trade names, assumed names, fictitious names or division names in the

operation of its business.

2.9 LOCATIONS OF COLLATERAL

The Collateral, except where it is in transit to and from the locations herein

described is located at the location specified above as the Debtor's principal

office or place of business (and its chief place of business and chief executive

office) and at such additional addresses as are listed in Schedule "A" hereto.

The location at which all records of the Debtor pertaining to Accounts

Receivable (and all chattel paper which evidences Accounts Receivable) and

contract rights are kept is the location specified above unless the contrary is

indicated in Schedule "A".

2.10 NO LITIGATION

There are no actions or proceedings pending or to the knowledge of the Debtor

threatened against the Debtor.

2.11 TAXES

The Debtor has (i) filed all federal, state, provincial and other tax returns

required to be filed, and all taxes, assessments and other government charges

("Tax") and information returns and other reports which it was required by law

to file on or prior to the date hereof and the information contained in such

returns and reports is correct in all material respects and reflects accurately

all liability for Taxes for the period covered, and (ii) paid all Taxes, and

penalties and interest, if any, against it or its property, income, or

franchise, that are due and payable. To the knowledge of the Debtor there are no

Tax disputes waiting or pending that include the Debtor.

2.12 INDEBTEDNESS.

Except as set forth on Schedule "F" hereto, the Debtor is not obligated

(directly or indirectly), for any loans or other indebtedness for borrowed money

other than to the Lender under the Guarantee.

2.13 EMPLOYEE MATTERS

There are no material controversies, work stoppage or strikes pending or, to the

knowledge of Debtor, threatened between the Debtor and any of its employees,

agents or independent contractors other than employee grievances arising in the

ordinary course of business, and the Debtor is in material compliance with all

federal, provincial, state and local laws respecting employment and employment

terms, conditions and practices. There is no collective bargaining agreement or

other labour contract covering employees of the Debtor, except as disclosed on

Schedule "G" and to the Debtor's knowledge, no union or other labour

organization is seeking to organize, or to be recognized as, a collective

bargaining unit of employees of the Debtor or for any similar purpose, except as

disclosed on Schedule "G".

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2.14 INTELLECTUAL PROPERTY

The Debtor possesses adequate licenses, patents, patent applications,

copyrights, service marks, trademarks, trademark applications, tradestyles and

trade names to continue to conduct its business as heretofore conducted by it.

The Debtor's intellectual property is set forth on Schedule "H" hereto.

2.15 CAPITAL STOCK

The Debtor's authorized and issued capital stock and the registered and

beneficial holders thereof as of the date immediately prior to Debtor's initial

public offering of its common shares are correctly and completely described in

Schedule "I".

2.16 COMPLIANCE WITH LAWS AND MAINTENANCE OF PERMITS

To the Debtor's knowledge, Debtor has obtained all governmental consents,

franchises, certificates, licenses, authorizations, approvals and permits

required in order to conduct its business. The Debtor is in compliance in all

respects with all applicable federal, provincial, state, local and foreign

statutes, orders, regulations, rules and ordinances (including, without

limitation, environmental laws and statutes, orders, regulations, rules and

ordinances relating to taxes, employer and employee contributions and similar

items, securities, pensions or employee health and safety).

2.17 SOLVENCY

The Debtor is, after giving effect to the transactions contemplated hereunder,

solvent, able to pay its debts as they become due, has capital sufficient to

carry on its business, now owns property having a value both at fair valuation

and at present fair saleable value greater than the amount required to pay its

debts, and will not be rendered insolvent by the execution and delivery of this

Security Agreement or any other agreement contemplated hereunder, or by

completion of the transactions contemplated hereunder or thereunder.

2.18 SURVIVAL

All representations and warranties of the Debtor made herein or in any

certificate or other document delivered by or on behalf of the Debtor to the

Lender are material, shall be deemed to have been relied upon by the Lender

notwithstanding any investigation heretofore or hereafter made by or on behalf

of the Lender, shall survive the execution and delivery of this Security

Agreement and shall continue in full force and effect without time limit.

2.19 GOVERNMENTAL AUTHORIZATIONS; CONTENTS; FEDERAL REGISTRATION COLLATERAL

No authorization, approval or other action by, and no notice to or filing with,

any governmental authority or consent of any other Person is required for (i)

the grant by Debtor of the security interest granted hereby or for the

execution, delivery or performance of this Agreement by Debtor; or (ii) the

exercise by the Lender of its rights and remedies hereunder (except as may have

been accomplished by or at the direction of the Debtor or the Lender). Except as

set forth on Schedule "J" hereto, none of the Collateral is Collateral with

respect to which (a) security interests may be registered, recorded or filed

under, or notice thereof given under any United

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States of America federal statute or regulation ("Federal Registration

Collateral"). Except for (a) the filing of UCC financing statements with the

Secretary of State of Michigan, (b) the filing of any necessary registrations,

recordations or notices, as applicable, in respect of any Federal Registration

Collateral and (c) entering into appropriate control agreements with respect to

deposit accounts, security accounts and letter-of-credit rights (in each case,

as defined in the Code) to the extent perfection may be effected only by doing

so under the Code, no authorization, approval or other action by, and no notice

to or filing with, any governmental authority or consent of any other Person is

required for the perfection of the security interest granted hereunder.

SECTION 3 - COVENANTS OF DEBTOR

The Debtor covenants and agrees with the Lender as follows.

3.1 REPAIR

The Debtor shall diligently repair (or cause to be repaired), maintain, use,

care for, protect and operate the Collateral, ordinary wear and tear excepted,

and shall carry on and conduct its business in a proper and efficient manner so

as to preserve and protect the Collateral. The Debtor shall permit the Lender to

examine any of the Collateral at any time and wherever the Collateral may be

located and, the Debtor shall immediately upon request therefor by the Lender,

deliver to the Lender any and all evidence of ownership of any of the Equipment

including, without limitation, certificates of title and applications of title.

3.2 INFORMATION

The Debtor shall keep proper books of account in accordance with sound

accounting practice and applicable laws and GAAP consistently applied with

respect to questionable, improper or corrupt payments, shall promptly furnish to

the Lender such information with respect to the Collateral and the Debtor and

its business as the Lender may from time to time require. The Debtor shall

permit the Lender or its authorized agents, at any times and at the expense of

the Debtor, to verify Accounts Receivable directly with account debtors or by

other procedures, to have access to all premises occupied by the Debtor or any

place where the Collateral may be found in order to discuss the affairs,

finances and accounts of the Debtor with appropriate officers, to inspect the

Collateral and to examine the information contained in any records or other

writings of the Debtor including, without limitation, books of account and other

financial records and reports relating to the Collateral, to have temporary

custody thereof and to make copies thereof and take extracts therefrom and

shall, at the request of the Lender, mark the Collateral to indicate clearly the

security interest of the Lender. The Debtor shall, promptly upon becoming aware

of any pending or threatened action or proceeding, give notice thereof to the

Lender provided that the Debtor shall provide written notice to the Lender not

later than two (2) Business Days thereafter.

3.3 FINANCIAL STATEMENTS

Including such other financial information and statements relating to the

Debtor's business and the Collateral that the Lender may from time to time

require, the Debtor shall deliver to the Lender the following financial

information, all of which shall be prepared in accordance with GAAP consistently

applied: (i) no later than forty-five (45) days after the end of each quarter of

each Fiscal Year, copies of internally prepared quarterly financial statements,

including, without

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limitation, balance sheets and statements of income, retained earnings, cash

flows and reconciliation of surplus certified on behalf of the Debtor by the

Chief Financial Officer of the Debtor; and (ii) no later than ninety (90) days

after the end of each of the Debtor's Fiscal Years, audited consolidated annual

financial statements with an unqualified opinion by an accounting firm

(auditors) selected by the Debtor and satisfactory to the Lender, which

financial statements shall be accompanied by (A) a letter from such auditors

acknowledging that they are aware that a primary intent of the Debtor in

obtaining such financial statements is to influence the Lender and that the

Lender is relying upon such financial statements in connection with the exercise

of their rights hereunder and (B) copies of any management letters sent to the

Debtor by such auditors.

3.4 MAKE PAYMENTS

The Debtor shall pay all rents, Taxes, rates, and levies lawfully levied,

assessed or imposed in respect of the Collateral or any part thereof as and when

the same shall become due and payable except as are being contested in good

faith by proper legal proceedings with respect to which adequate reserves have

been established and are being maintained and shall exhibit to the Lender, when

required, the receipts and vouchers evidencing such payments.

3.5 ENCUMBRANCES

Except for any encumbrances in favour of the Lender and purchase money security

interests on Collateral hereafter acquired by the Debtor granted to a secured

party who has complied with the PPSA with respect thereto, the Debtor shall keep

the Collateral free at all times from any and all encumbrances of whatsoever

nature, kind or priority other than those in favour of the Lender and the

Permitted Liens, defend the title to the Collateral against all persons, not

permit the Collateral to become an accession to any property not subject to the

security interest granted by this Security Agreement and not to become a fixture

unless the security interest of the Lender ranks prior to the interests of all

persons in the realty. The Lender may, at any time, contest the validity and

enforceability against it or the Debtor of any encumbrance including, without

limitation, any purchase money security interest.

3.6 INSURANCE

The Debtor shall cause all of the Collateral which is of a character usually

insured by businesses owning or operating Collateral of a similar nature to be

properly insured and kept insured with reputable insurers acceptable to the

Lender, against loss or damage by fire or other risks and hazards usually

insured against by businesses owning or operating Collateral of a similar

nature, in such amounts, containing such terms, in such form and for such

purposes, as may be satisfactory to the Lender. Loss under such insurance shall

be payable to the Lender as first loss payee and such insurance shall contain a

mortgage clause acceptable to the Lender. The Debtor shall, at the Lender's

request, provide satisfactory evidence that such insurance has been effected,

that loss thereunder is payable to the Lender as first loss payee and any other

information relating to such insurance as the Lender may require. If the Debtor

fails to maintain satisfactory insurance, the Lender may, at its option, obtain

such insurance at the expense of the Debtor and the Debtor shall forthwith repay

all costs and expenses incurred by the Lender in connection therewith and all

such costs and expenses shall be deemed advanced to the Debtor by the Lender,

shall become part of the Obligations, shall bear interest at the highest rate

per annum charged by the Lender on the Obligations or any part thereof and shall

be secured by this Security Agreement.

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3.7 COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS

The Debtor shall maintain all governmental consents, franchises, certificates,

licenses, authorizations, approvals and permits and the Debtor shall remain in

compliance with all applicable federal, provincial, state, local and foreign

statutes, orders, regulations, rules and ordinances (including, without

limitation, environmental laws and statutes, orders, regulations, rules and

ordinances relating to taxes, employer and employee contributions and similar

items, securities, pension plans or employee health and safety). Following any

determination by the Lender that there is non-compliance, or any condition which

requires any action by or on behalf of the Debtor in order to avoid

non-compliance, with any environmental law, at the Debtor's expense cause an

independent environmental engineer acceptable to the Lender to conduct such

tests of the relevant site(s) as are appropriate and prepare and deliver a

report setting forth the results of such tests, a proposed plan for remediation

and an estimate of the costs thereof.

3.8 PERMITTED DISPOSALS

The Debtor shall not, remove, destroy, lease, sell or otherwise dispose of any

of the Collateral (1) except equipment which has become worn out or damaged or

otherwise unsuitable for its purpose, in which case the Debtor shall substitute

for such equipment, subject to the security interest created hereby and free

from any other security interests, property of equal value such that the

security hereby constituted shall not thereby be in any way reduced or impaired,

(2) except as otherwise permitted hereunder, or (3) except in the ordinary

course of Debtor's business.

3.9 NO CHANGE IN BUSINESS

The Debtor shall not, without the prior written consent of the Lender, which

consent shall be conditional on the receipt by the Lender of all security and

deeds of confirmation as its counsel may consider advisable to protect the

Lender's interest, directly or indirectly: change the nature of its business;

change its Fiscal Year or amend its organizational documents; carry on business

through any person, corporation, partnership or other entity (including, without

limitation, any subsidiary except to the extent of any business currently

carried on by such subsidiary); acquir