[Logo] Weima(r)




                                                          [LOGO] WEIMA(R)
                                                                   America, Inc.

April 8, 2004, Page 1 of 11
- --------------------------------------------------------------------------------

                                  Exhibit 10.2

*Confidential Treatment Requested as Indicated

Certain confidential portions of this Exhibit were omitted from the text as
indicated by (the "Mark") "++". This Exhibit has been filed separately with the
Secretary of the Commission without the Mark pursuant to the Company's
Application for Confidential Treatment under Rule 24b-2 under the Securities
Exchange Act of 1934.

                                 [LOGO] WEIMA(R)
                                          America, Inc.

                            SIZE REDUCTION EQUIPMENT

                            REPRESENTATIVE AGREEMENT

                    Agreement between Weima America Inc. and

                                 Aduromed Corp.


3678 Centre Circle          info@weimaamerica.com            Phone: 803-802-7170
Fort Mill, SC 29715         www.weimaamerica.com             Fax:   803-802-7098

                     ADVANCED TECHNOLOGY FOR SIZE REDUCTION




                                                          [LOGO] WEIMA(R)
                                                                   America, Inc.

April 8, 2004, Page 2 of 11
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                            REPRESENTATION AGREEMENT

THIS AGREEMENT, dated April 8, 2004 by and between Weima America Inc.
(hereinafter "Weima"), having its place of business at 3678 Centre Circle, Fort
Mill, South Carolina, and Aduromed Corp. (hereinafter "Representative"), having
its place of business at 153 Greenwood Avenue Suite 11-13, Bethel, CT 06801 . In
consideration of the mutual covenants and other good and valuable consideration,
the receipt of which is hereby acknowledged, intending to be legally bound, the
parties hereto agree as follows:

1.0   DEFINITIONS


      1.1   The term "Weima Products" as used in this Agreement, shall mean the
            products listed on Schedule A attached hereto, as amended from time
            to time by notice from Weima to the Representative.

      1.2   The term "Territory" as used in this Agreement shall mean the
            geographical areas and/or markets listed on Schedule B attached
            hereto.

      1.3   The term "Effective Date" as used in the Agreement shall mean April
            8, 2004.

      1.4   The "Net Invoice Amount" as used in this Agreement shall mean, with
            respect to any shipment to a customer of Weima, the face amount of
            the invoice issued with respect to such shipment received by Weima
            to the customer on account of shipments made by Weima to such
            customer less freight, allowances, discounts, rebates, credits, and
            sales, use, value-added and similar taxes or levies and customs
            duties and other such charges.

2.0   APPOINTMENT OF THE REPRESENTATIVE

      2.1   Weima hereby appoints the Representative as its sales representative
            for the Weima Products in the Territory. Prior to the giving of
            notice by either party that this agreement is to be terminated or
            the breach of any provision of this Agreement by the Representative,
            Weima will not appoint any other manufacturer's representative
            located in the Territory for the Weima Products listed on Schedule
            A.

      2.2   The Representative acknowledges that neither the Agreement nor the
            relationship of the parties shall in any way create a partnership,
            joint venture or joint enterprise between Weima and the
            Representative, and that neither the Representative nor any of the
            Representative's employees are to be considered employees of Weima.
            The Representative shall have no authority to obligate or act for
            Weima in any way except as specified herein and the Representative
            shall not hold itself out as having the power or authority to bind
            or act for Weima.


3678 Centre Circle          info@weimaamerica.com            Phone: 803-802-7170
Fort Mill, SC 29715         www.weimaamerica.com             Fax:   803-802-7098

                     ADVANCED TECHNOLOGY FOR SIZE REDUCTION




                                                          [LOGO] WEIMA(R)
                                                                   America, Inc.

April 8, 2004, Page 3 of 11
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      2.3   Weima shall not be liable for any personal injury or property damage
            caused by or resulting from any act of the Representative, its
            employees or agents, and the Representative shall indemnify and hold
            Weima harmless from and against any liabilities, damages, costs, and
            expenses, including reasonable attorneys' fees, incurred as a result
            of any claims arising from acts or omissions by the Representative,
            its employees or agents.

3.0   OBLIGATIONS OF THE REPRESENTATIVE

      3.1   The Representative shall maintain an office within the Territory
            that is opened and staffed during regular business hours, a sales
            and administrative organization and a communications system
            (including telephone, facsimile and computer with an email box).
            Weima shall have no responsibility for providing or paying any part
            of the Representative's office, operating, or other expenses of any
            kind.

      3.2   The Representative shall diligently promote, develop, and bring
            about the sales of Weima Products in the Territory.

      3.3   The Representative shall submit to Weima the following reports in
            the form requested by Weima:

            (a)   A report listing and giving the status of all active projects
                  and a brief summary of business conditions, sales promotion
                  activities and project activities, customer demands, customer
                  acceptance and competition relative to Weima within the
                  Territory on the first day of each month.

            (b)   A summary of the reasons for the loss of any orders for Weima
                  Products as and when any quoted order is awarded to a
                  competitor of Weima.

            (c)   A report on all conventions, shows and meetings attended
                  including personnel contacted.

      3.4   The Representative will cooperate with visits to the Territory by
            employees or representatives of Weima for the purpose of consulting
            and cooperating with the Representative in furtherance of the
            business of Weima.

      3.5   The Representative shall comply with all Weima corporate,
            operational and pricing policies as now exist or are hereafter
            established by Weima.

      3.6   Whenever the Representative develops or receives a request from a
            customer for a proposal for a Weima Product, the Representative
            shall promptly advise Weima and provide all the details concerning
            the request. If Weima elects, in its sole discretion, to pursue such
            proposal, Weima shall prepare a proposal and submit it to the
            customer with a copy to the Representative.


3678 Centre Circle          info@weimaamerica.com            Phone: 803-802-7170
Fort Mill, SC 29715         www.weimaamerica.com             Fax:   803-802-7098

                     ADVANCED TECHNOLOGY FOR SIZE REDUCTION




                                                          [LOGO] WEIMA(R)
                                                                   America, Inc.

April 8, 2004, Page 4 of 11
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      3.7   The Representative shall not, during the term of this Agreement,
            manufacture, represent, offer, sell, or attempt to sell any products
            or services of any person, firm or corporation that are considered
            by Weima to be competitive with any Weima Product.

      3.8   The Representative shall maintain in good condition all sales
            manuals, photos, models and other materials supplied to it by Weima.
            All such materials shall be returned to Weima upon Weima's request
            and the Representative shall keep no copies or extracts thereof.

      3.9   In addition to the foregoing, the Representative shall:

            (a)   Follow up all inquiries relating to Weima Products.

            (b)   At Weima's request, give all reasonable advertising
                  assistance, check mailing lists, assist Weima in securing
                  credit information on accounts in the Territory, render
                  assistance in the collection of delinquent accounts in the
                  Territory, and render other assistance as requested by Weima.

            (c)   At Weima's request, secure photographs of installations,
                  assist with field or laboratory tests and render sales
                  assistance outside the Territory.

            (d)   At Weima's request, attend all reasonable trade conventions,
                  equipment shows and meetings held within the Territory at
                  which Weima Product sales may be promoted, and attend such
                  gatherings held outside the Territory as are requested by
                  Weima.

4.0   COMMISSION/RESALE DISCOUNT

      4.1   During the term of this Agreement, Weima shall pay to the
            Representative a commission on the Net Invoice Amount or provide a
            resale discount on the list price of any invoice sent by Weima for
            orders for Weima Products obtained by the Representative in the
            Territory during the term and in accordance with the terms of this
            Agreement (the "Commission/Resale Discount"); provided that, no
            Commission shall be due to the Representative for any order for
            parts or conversions of in service units. The Commission shall be
            computed by multiplying (a) the applicable commission rate set forth
            in Schedule C attached hereto, (each a "Commission Rate", and
            collectively, the "Commission Rates"), subject to adjustment or
            proration in the manner described in Paragraph 4.5 hereof, by (b)
            such Net Invoice Amount. Weima shall have the right to change the
            schedule of Commission/Resale Discount Rates at any time upon thirty
            (30) days written notice to the Representative. Unless otherwise
            provided by Weima, any such changes to the Commission/Resale
            Discount Rates shall apply to shipments made by Weima after the
            effective date of such notice, regardless of the Commission/Resale
            Discount Rate in effect on the date the Representative submits the
            proposal. No Commission shall be due with respect to orders obtained
            or sales made on the Net Invoice Amount of any invoice sent by Weima
            during or after the term of this Agreement, expect as expressly set
            forth above.


3678 Centre Circle          info@weimaamerica.com            Phone: 803-802-7170
Fort Mill, SC 29715         www.weimaamerica.com             Fax:   803-802-7098

                     ADVANCED TECHNOLOGY FOR SIZE REDUCTION




                                                          [LOGO] WEIMA(R)
                                                                   America, Inc.

April 8, 2004, Page 5 of 11
- --------------------------------------------------------------------------------

      *4.2  No commission shall be paid for any order for parts or service
            through Weima's Parts and Service Departments. A Resale Discount of
            ++ for parts will be applied to orders from the Representative.

      4.3   If this agreement is terminated by Weima pursuant to Paragraph 7.1
            (d) below, the Commission shall be deemed not earned and shall not
            be payable until the Representative has complied with Paragraph 6.3
            hereof. No Commission shall be due with respect to the Net Invoice
            Amount of any invoice for Weima Products sent after the termination
            of this Agreement if this Agreement is terminated for any reason
            other than as set forth in Paragraph 7.1 (d) below.

      4.4   Subject to Paragraph 4.3 above, Commission shall be computed and
            paid by Weima to the Representative on or before the last working
            day of the month following the month in which full payment for the
            order is received by Weima. Weima shall keep records showing its
            invoiced billings and Net Invoice Amount and the computation of
            Commissions earned by the Representative. Such records will be open
            to inspection during normal business hours upon reasonable notice,
            but not more frequently than once each year, and only by an
            independent auditor selected by the Representative.

      4.5   Weima reserves the right, in its sole discretion, to allocate
            Commissions based upon sales effort by the Representative and other
            representatives in those instances where the sale of Weima Products
            is obtained or services are required by more than one representative
            of Weima, or reduce the Commissions in instances where the sales
            effort was conducted by Weima Sales Personnel.

      4.6   When a Commission is paid by Weima to the Representative on the Net
            Invoice Amount of an invoice for Weima Products shipped and the
            Weima Products are subsequently returned by customer for credit, the
            Commission on such a sale may be cancelled by Weima and, at Weima's
            option, Weima may demand a refund of the Commissions paid or deduct
            the said amount from subsequent Commissions due to the
            Representative. Upon any such demand, the Representative shall
            promptly pay such Commission to Weima.

5.0   OBLIGATIONS OF WEIMA

      5.1   Weima may, at its sole election, but is not required to, arrange to
            conduct periodic sales and product training conferences either at
            its main office or at another location. If Weima conducts a
            conference, the Representative shall attend at least one such
            conference per year at its own expense.

      5.2   Weima may, but is not required to, participate in selected trade
            shows and industrial exhibitions to assist in the promotion of Weima
            Products. If the Representative attends such exhibits, it will be at
            the Representative's own expense.




3678 Centre Circle          info@weimaamerica.com            Phone: 803-802-7170
Fort Mill, SC 29715         www.weimaamerica.com             Fax:   803-802-7098

                     ADVANCED TECHNOLOGY FOR SIZE REDUCTION

       *Confidential Treatment Requested



                                                          [LOGO] WEIMA(R)
                                                                   America, Inc.

April 8, 2004, Page 6 of 11
- --------------------------------------------------------------------------------

      5.3   Weima will furnish the Representative with reasonable quantities of
            pamphlets, brochures, and other data describing Weima Products and
            applications for distribution to customers, together with other
            sales aid materials. Weima may, but is not required to, make sales
            and technical personnel available to confer with selected customers
            to assist such customers in becoming familiar with Weima Products.
            Weima may, but is not required to, develop an ongoing advertising
            sales promotion program to assist and supplement the efforts and
            activities of the Representative.

      5.4   Weima shall advise the Representative promptly of all written
            inquiries regarding Weima Products that Weima receives from
            potential customers or other Weima representatives located in the
            Territory.

6.0   CONFIDENTIAL INFORMATION AND INVENTIONS

      6.1   In the course of performing its obligations under this Agreement,
            the Representative will become acquainted with certain information
            concerning Weima Products and the technology and business affairs of
            Weima that is the confidential property of Weima. Unless such
            information is properly in the public domain without the disclosure
            by the Representative, all information concerning Weima Products and
            the technology, and business affairs of Weima is hereby acknowledged
            by the Representative to be confidential. The Representative shall
            not, either during the term of this Agreement or any time
            thereafter, except upon written authorization from an office of
            Weima, use or publish or disclose to any firm, corporation, or
            person any such confidential information. The Representative shall
            take all reasonable precautions to prevent the use or disclosure of
            any such confidential information by any of its employees.

      6.2   The Representative hereby assigns to Weima all the right, title, and
            interest in and to any and all inventions, improvements and
            developments conceived by the Representative or their employees at
            any time during or after the term of this Agreement that relate to
            the business or products of Weima and that might arise out of their
            services as a representative of Weima.

      6.3   If this Agreement is terminated for any reason, all technical data,
            catalogues, price lists, sales material and all other written
            material incorporating or containing confidential information
            supplied by Weima or Weima Products or the technology or business
            affairs of Weima shall be returned to Weima within 15 days of the
            date of such termination and the Representative shall not retain any
            copy or extract therof.

7.0   TERMINATION OF THIS AGREEMENT

      7.1   This Agreement shall terminate upon the occurrence of any of the
            following events:


3678 Centre Circle          info@weimaamerica.com            Phone: 803-802-7170
Fort Mill, SC 29715         www.weimaamerica.com             Fax:   803-802-7098

                     ADVANCED TECHNOLOGY FOR SIZE REDUCTION




                                                          [LOGO] WEIMA(R)
                                                                   America, Inc.

April 8, 2004, Page 7 of 11
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            (a)   The filing of an action by or against either party under the
                  United States Bankruptcy Code or similar state insolvency law.

            (b)   The election by the non-defaulting party after the default by
                  the other party in its obligations under this Agreement and
                  such default continues for a period of thirty (30) days after
                  written notification of such default by the non-defaulting
                  party.

            (c)   The conduct by either party of any action that is illegal or
                  unlawful.

            (d)   The expiration of 30 days following notice by one party to the
                  other party that this Agreement is to be terminated, which
                  notice may be given at the sole election of either party
                  without cause or any reason.

8.0   GENERAL PROVISIONS

      8.1   This Agreement supersedes all prior agreements between the parties
            relating to the subject matter hereof and such prior agreements, if
            any, are hereby terminated as of the Effective Date of this
            Agreement.

      8.2   This Agreement shall be governed by the laws of the State of South
            Carolina, USA. The Representative hereby irrevocably consents and
            submits to the jurisdiction of the courts located within the State
            of South Carolina and the Representative hereby waives its rights
            and protections under any law, statute or regulation that would
            prevent or impede its submission to the personal jurisdiction of
            said courts. The Representative hereby consents to service of
            process by means of certified mail or other recognized means of
            service of process for the commencement of any action of proceeding
            between the parties. Any such service by certified mail shall be
            deemed effective when a notice is deposited in the United States
            mail to the address of the Representative set forth above and shall
            not require acknowledgement or actual receipt of such notice by the
            Representative.

      8.3   Weima shall not be liable for failure to make deliveries on any
            orders obtained by the Representative or its employees for any
            reason whatsoever.

      8.4   The Representative will not use, or allow the use by others of the
            Weima name or any other trademark or trademarks utilized by Weima
            Products in any public listing, advertising or for any other purpose
            without the prior written approval of Weima.

      8.5   Any notice provided by this Agreement shall be presumed made by
            depositing such notice with the official Postal Service addressed to
            the other party at the address given herein or such other address as
            the parties hereto may designate from time to time to the other
            party.


3678 Centre Circle          info@weimaamerica.com            Phone: 803-802-7170
Fort Mill, SC 29715         www.weimaamerica.com             Fax:   803-802-7098

                     ADVANCED TECHNOLOGY FOR SIZE REDUCTION




                                                          [LOGO] WEIMA(R)
                                                                   America, Inc.

April 8, 2004, Page 8 of 11
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9.0   INDEMNITY

      9.1   Weima represents and warrants that the sales of Weima products do
            not infringe on the patents or trademarks of any third parties.
            Weima agrees to indemnify Representative against and hold it
            harmless from claims or damages that result from a breach of such
            representation or warranty.

      9.2   Each Party shall save the other harmless from and against and shall
            indemnify the other from any liability, loss, cost, expenses or
            damages howsoever caused by reason of any injury (whether to body,
            property or personal or business character or reputation) sustained
            by any person or to any person or to property by reason or any act,
            neglect, default or omission of it or any of its agents, employees
            or other Representatives.

      9.3   Weima shall save Representative harmless from and indemnify
            Representative for all liability, loss, expenses or damages
            howsoever cause by reason of any products (whether or not defective)
            or any act or omission of Weima, including but not limited to any
            injury (whether to body, property, or personal or business character
            or reputation) sustained by any person or to any person or to
            property, and for infringement of any patent rights or other rights
            of third parties, and for any violation of municipal, state or
            federal laws or regulations governing the Products of their sale,
            which may result from the sale distribution of the Products by the
            Representative hereunder.

10.0  ASSIGNMENT

      10.1  This Agreement is not assignable by the Representative without the
            prior written consent of Weima.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written:

                                   WEIMA AMERICA, INCORPORATED

ATTEST: _________________________         By: ____________________________
                                              Hartmut Bendfeldt, President

                                          Date: ________________________________


                                 Aduromed Corp.


ATTEST/WITNESS:_______________________    By: _________________________________
                                          Title: _______________________________

                                          Date: ________________________________


3678 Centre Circle          info@weimaamerica.com            Phone: 803-802-7170
Fort Mill, SC 29715         www.weimaamerica.com             Fax:   803-802-7098

                     ADVANCED TECHNOLOGY FOR SIZE REDUCTION




                                                          [LOGO] WEIMA(R)
                                                                   America, Inc.

April 8, 2004, Page 9 of 11
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                             SCHEDULE A, PAGE 1 OF 1

                 WEIMA PRODUCTS COVERED BY THIS AGREEMENT WEIMA

           Four Shaft (ZMK) Shredders with Quick change screen system


                                   WEIMA AMERICA, INCORPORATED

                                          By: ____________________________
                                              Hartmut Bendfeldt, President


                                   Aduromed Corp.


                                          By: _________________________________
                                          Title: _______________________________

Effective Date: April 8, 2004

                                                                      Schedule A


3678 Centre Circle          info@weimaamerica.com            Phone: 803-802-7170
Fort Mill, SC 29715         www.weimaamerica.com             Fax:   803-802-7098

                     ADVANCED TECHNOLOGY FOR SIZE REDUCTION




                                                          [LOGO] WEIMA(R)
                                                                   America, Inc.

April 8, 2004, Page 10 of 11
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                             SCHEDULE B, PAGE 1 OF 1

                     ASSIGNED TERRITORY BY STATE AND COUNTY

                            United States of America

                           Exclusive ASSIGNED MARKETS

                             -Medical Waste Systems

     -Confidential Document destruction related to the Medical Waste System


                                   WEIMA AMERICA, INCORPORATED

                                          By: ____________________________
                                              Hartmut Bendfeldt, President


                                   Aduromed Corp.


                                          By: _________________________________
                                          Title: _______________________________

Effective Date: April 8, 2004

                                                                      Schedule B


3678 Centre Circle          info@weimaamerica.com            Phone: 803-802-7170
Fort Mill, SC 29715         www.weimaamerica.com             Fax:   803-802-7098

                     ADVANCED TECHNOLOGY FOR SIZE REDUCTION




                                                          [LOGO] WEIMA(R)
                                                                   America, Inc.

April 8, 2004, Page 11 of 11
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                             SCHEDULE C, PAGE 1 OF 1
                              COMPENSATION SCHEDULE

A.    Commission/Resale Discounts for new unit machine orders, manufactured by
      Weima, will be computed using the table A.1

      *A.1  Commission based on Net Invoice Amount and Resale Discount Schedule
            based on WEIMA America, Inc list prices

                                            Commission        Resale Discount
            0 - $50,000                        ++                   ++
            $50,001-$100,000                   ++                   ++
            100,001 and above                  ++                   ++

            The Commission and Resale Discount Schedule are based on no more
            than a ++ discount from the original quotation price. Additional
            discounts to the customer will be split 50/50 between Weima and the
            representative to a bottom commission of ++ or a bottom resale
            discount of ++ of the total sale to the Representative.

      *A.2  A ++ commission will be paid on all "resale" items (i.e. magnets,
            dumping devices, metal detectors) sold with the new machine.

B.    All commissions will be computed on the net amount, i.e. total less
      freight, boxing, erection, supervision, special engineering, royalties,
      etc.

C.    Commission/Resale Discounts will be computed on the entire machine order
      in cases where there are several machines on the same order.

D.    Weima reserves the right to negotiate a reduced commission/Resale Discount
      with the Representative, when discounting is required to obtain an order.

E.    Cancellation charges on orders where cancellation is accepted by Weima
      shall, in every case, be determined solely by Weima and no commission will
      be paid for cancellation charges collected.

                                   WEIMA AMERICA, INCORPORATED

                                          By: ____________________________
                                              Hartmut Bendfeldt, President

                                   Aduromed Corp.

                                          By: _______________________________

                                          Title: _____________________________

Effective Date: April 8, 2004

                                    Schedule C


3678 Centre Circle          info@weimaamerica.com            Phone: 803-802-7170
Fort Mill, SC 29715         www.weimaamerica.com             Fax:   803-802-7098

                     ADVANCED TECHNOLOGY FOR SIZE REDUCTION

* Confidential Treatment Requested