KAFUS ENVIRONMENTAL INDUSTRIES LTD SC 13D/A

AMENDMENT NO. 3 TO SCHEDULE 13D

AMENDED AND RESTATED NOTE AGREEMENT

$7,500,000 CONVERTIBLE PROMISSORY NOTE

WARRANT AGREEMENT

WARRANT REGARDING 150,000 SHARES

WARRANT REGARDING 487,500 SHARES

WARRANT REGARDING 300,000 SHARES

AMENDED AND RESTATED NOTE AGREEMENT

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

AMENDMENT TO WARRANT AGREEMENT

REGISTRATION RIGHTS AGREEMENT

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

LETTER AGREEMENT DATED MARCH 16, 1999

$11,250,000 EXCHANGEABLE PROMISSORY NOTE

SUBORDINATED LOAN CONVERSION AGREEMENT

INCOME PARTICIPATION CERT. PURCHASE AGREEMENT

CONVERTIBLE LOAN NOTE (TERM LOAN C)

$12,500,000 CONVERTIBLE PROMISSORY NOTE