EX 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into as of the day of June 30, 2004, by and between Michael Davies ("Employee") and RECLAMATION CONSULTING AND APPLICATIONS, INC., a Colorado Corporation with its principal place of business at 23832 Rockfield Boulevard, Suite 275, Lake Forest, California 92630 ("Company").

1. RECITALS:

1.1 The company is in the business of manufacturing and marketing asphalt, cement and related products release agents in liquid form that are non-toxic, non-explosive and environmentally compatible, the formulation and ingredients of which are confidential.

1.2 Employee has experience in the businesses conducted and to be conducted by the Employer, or in related businesses, and desires to be employed by the Company, and the Company desires to employee the Employee, on the terms and conditions specified below

2. COVENANTS:

In consideration of the recitals and mutual covenants contained herein, the parties agree that:

2.1 Employment. The Company will employ Employee to serve as Executive Vice President & Chief Financial Officer with the duties listed and defined by the Company or the Board, in connection with the Company's operations and Employee does hereby accept such employment, all subject to the terms and provisions of this Agreement. Employee represents that he is legally free to enter into this agreement and that it does not conflict with any of his duties or obligations to any other person and that he is not in any way restricted by any duties or obligations to any other person from contributing his knowledge and talents to the Company in performing his duties hereunder.

2.2 Term. This Agreement shall have an initial five-year term, which shall be automatically renewed each year thereafter unless the Company, upon thirty
(30) days prior notice notifies Employee of its intent not to renew the Agreement. Notwithstanding the foregoing, the Company or the Employee may at any time terminate this Agreement and the employment relationship on thirty (30) days prior notice to the other, with the consequences hereinafter set forth.

2.3 Compensation. During the first twelve months of employment, the Company agrees to compensate Employee (from the commencement of this agreement) at the rate of not less than $135,200 per year base compensation for the first year of employment. Thereafter, Employee's annual compensation shall be increased by 20% on each anniversary date of this agreement, provided that the Company reaches a minimum net profit of $250,000. In no event shall Employee's minimum base compensation be reduced below $135,200 per year. Such compensation shall be payable monthly or on such more frequent basis as the Company may establish.

2.4 Bonuses. An annual bonus will be paid to Employee, the amount of which is based upon the Company's net profits and shall be structured as follows:

   RCAI                % of Salary      Salary           Bonus
Net Profit            Paid as Bonus     Amount           Amount

$250,000                10%             $135,200        $13,500
$500,000                20%             $135,200        $27,000
$750,000                30%             $135,200        $40,500
$1,000,000              40%             $135,200        $54,000
$1,250,000              50%             $135,200        $67,500
$1,500,000              60%             $135,200        $81,000
$1,750,000              70%             $135,200        $94,500
$2,000,000              80%             $135,200        $108,000
$2,250,000              90%             $135,200        $121,000
$2,500,000              100%            $135,200        $135,000


   RCAI                % of Salary       Salary          Bonus
Net Profit            Paid as Bonus     Amount           Amount

$250,000                10%             $162,240        $16,224
$500,000                20%             $162,240        $32,448
$750,000                30%             $162,240        $48,672
$1,000,000              40%             $162,240        $64,898
$1,250,000              50%             $162,240        $81,120
$1,500,000              60%             $162,240        $97,344
$1,750,000              70%             $162,240        $113,568
$2,000,000              80%             $162,240        $129,792
$2,250,000              90%             $162,240        $146,016
$2,500,000              100%            $162,240        $162,240


   RCAI                % of Salary      Salary           Bonus
Net Profit            Paid as Bonus     Amount           Amount

$250,000                10%             $194,688        $19,468.80
$500,000                20%             $194,688        $38,937.60
$750,000                30%             $194,688        $58,406.40
$1,000,000              40%             $194,688        $77,857.20
$1,250,000              50%             $194,688        $97,344
$1,500,000              60%             $194,688        $116,812.80
$1,750,000              70%             $194,688        $136,281.60
$2,000,000              80%             $194,688        $155,750.40
$2,250,000              90%             $194,688        $175,219.20
$2,500,000              100%            $194,688        $194,688

June 30, 2006 through June 30, 2007

   RCAI                % of Salary       Salary          Bonus
Net Profit            Paid as Bonus     Amount           Amount

$250,000                10%             $233,625.60     $23,362.56
$500,000                20%             $233,625.60     $46,727.12
$750,000                30%             $233,625.60     $70,087.68
$1,000,000              40%             $233,625.60     $93,450.24
$1,250,000              50%             $233,625.60     $116,812.80
$1,500,000              60%             $233,625.60     $140,175.36
$1,750,000              70%             $233,625.60     $163,537.92
$2,000,000              80%             $233,625.60     $186,900.48
$2,250,000              90%             $233,625.60     $210,263.04
$2,500,000              100%            $233,625.60     $233,625.60


   RCAI                % of Salary       Salary          Bonus
Net Profit            Paid as Bonus     Amount           Amount

$250,000                10%             $280,350.72     $28,035.07
$500,000                20%             $280,350.72     $56,070.14
$750,000                30%             $280,350.72     $84,105.21
$1,000,000              40%             $280,350.72     $112,140.28
$1,250,000              50%             $280,350.72     $140,175.36
$1,500,000              60%             $280,350.72     $168,210.43
$1,750,000              70%             $280,350.72     $196,245.49
$2,000,000              80%             $280,350.72     $224,280.57
$2,250,000              90%             $280,350.72     $252,315.64
$2,500,000              100%            $280,350.72     $280,350.72

2.5 Stock Options. The option to purchase 1,500,000 shares of common restricted stock in the Company has been granted in Employee's name. All options shall expire 5-years from the vesting date. 1,500,000 of these options have been carried over from Employee's previous Employment Agreement with th e Company. Options will be vested annually, subject to continued employment, and released to Employee as per the schedule below. The corresponding number of share options shall be vested to Employee at the purchase values and on the dates indicated.

No. Options             Date Available                  Exercise Price

500,000                 January 15, 2002                $0.40 per share
500,000                 January 15, 2003                $0.40 per share
500,000                 January 15, 2004                $0.40 per share

Additional stock options shall be granted to Employee each year following the above schedule on the anniversary date of this Agreement, the amount and price of which to be determined solely by the Company.

2.6 Duties. Employee agrees to devote his energies to the business of the Company and agrees to perform such reasonable responsibilities and duties as may be assigned to him from time to time by the Company or by the Company's board of directors, which shall be consistent with his position as Executive Vice President. In no event shall the Employee be precluded from activities in professional societies, or from lecturing or writing in areas of his professional expertise for reasonable periods, and Employee shall be entitled to retain fees, honoraria, publication royalties and similar compensation paid as a result of such activities.

2.7 Additional Benefits. The Company agrees to reimburse Employee promptly for or to pay on behalf of Employee, any reasonable expenses heretofore or h ereafter incurred by Employee (to the extent not paid by others) in the furtherance of the goals of the Company upon submission of a satisfactory accounting by Employee, and to provide Employee with the following additional benefits:

2.7.1 A minimum of three weeks annual paid vacation. Vacation shall accrue on a monthly basis or part thereof; however, once unused vacation has accrued to a maximum of three weeks, accrual of additional vacation shall cease until the balance of accrued vacation has been reduced below six weeks. The Company will not cause the vacation accrual to cease by withholding its approval of any of the Employee's vacation requests.

2.7.2 Any other standard benefits that may be established by the Company or its affiliates for its employees.

2.8 Non-Disclosure of Confidential Information. It is understood that employee will acquire and be informed of confidential technical and/or business information used by and belonging to the Company ("Confidential Information"), including Confidential Information as defined in the Company's EMPLOYEE NON-DISCLOSURE AND NON-COMPETITION AGREEMENT. Employee agrees that some or all of such Confidential Information is in the nature of trade secrets and is the sole property of the Company. Employee will keep confidential, and will not disclose to any third person or entity, any Confidential Information without Employer's consent and pursuant to the proceedings further defined in the Company's EMPLOYEE NON-DISCLOSURE AND NON-COMPETITION AGREEMENT.

2.9 Confidentiality after Termination of Employment. Employee agrees that upon termination of employment, he or she shall surrender promptly to the Company any and all documents and property of the Company, including, but not limited to: reports, drawings, manuals, correspondence, customer lists and other Confidential Information which he or she may possess, and all other materials and all copies thereof relating in any way to the Company's business, or in any way obtained by the Employee during the course of his employment, and that he shall not retain any copies, notes or abstracts of the foregoing. Employee further agrees that such documents, lists and information shall be and remain the sole property of the Company. All of the terms of paragraph 2.8 shall remain in full force and effect both during the continuation of employment of Employee by the Company and after the termination of employment for any reason.

2.10 Confidentiality. Employee agrees to execute standard Company documents establishing the Employee's duties of confidentiality and the rights of the Company to all inventions, trade secrets, etc., developed by the Employee in the course of his employment, namely the EMPLOYEE NON-DISCLOSURE AND NON-COMPETITION AGREEMENT.

2.11 Non-Competition. Employee agrees that during the term of his employment by Company, Employee will not engage in any way whatsoever, directly or indirectly, in any business that is competitive with the Company and its subsidiaries and affiliate operations, nor solicit or in any other manner work for or assist any business which is competitive to the Company and its subsidiaries and affiliate operations.

2.12 Non-Participation in Competitive Activities. During the term of this agreement, Employee will undertake no planning for or organization of any business activity competitive with the work he performs as an Employee of the Company and its subsidiaries and affiliate operations, and Employee will not combine or participate with other employees of the Company and its subsidiaries and affiliate operations for the purpose of organization of any such competitive business activity.

2.13 Assignment to Company of Proprietary Rights. Employee agrees to execute any and all documents and take any and all other actions necessary or desirable for the assignment to the Company and its subsidiaries and affiliate operations of all of his interests in any Confidential Information, trade secrets, copyrightable materials and patentable or patented ideas developed by him, alone or in conjunction with others, in the course of his employment by the Company.

2.14 Injunctive Relief. The parties hereto agree and acknowledge that many of the rights conveyed by this Agreement are of a unique and special nature and that the Company and its subsidiaries and affiliate operations will not have an adequate remedy at law in the event of failure of Employee to abide by its terms and conditions, nor will money damages adequately compensate for such injury. It is, therefore, agreed between the parties that in the event of breach by Employee of Employee's covenants contained in this Agreement, the Company and its subsidiaries and affiliate operations shall have the rights, among other rights, to damages sustained thereby and to a preliminary or permanent injunction to restrain Employee from the prohibited acts. Employee agrees that this Paragraph shall survive for one year after the termination of his employment, and Employee shall be bound by its terms for a period of one year subsequent to the termination of his employment, providing that the Company and its subsidiaries and affiliate operations continue to conduct the same business or businesses as they were conducting during the period of this Agreement. Nothing herein contained shall in any way limit or exclude any and all other rights granted by law or equity to the Company and its subsidiaries and affiliate operations.

2.15 Termination of Employment. If Employee's employment terminates or is terminated, the rights and obligations of the parties shall depend upon the reason for termination. Termination may occur for any one of the following reasons: termination by the Company for cause, termination by the Company without cause, termination by Employee without cause, termination by Employee with cause, or termination of Employee by reason of his death or long-term disability.

2.15.1 Termination by Company for Cause. In the event of termination by the Company for cause, which shall consist only of specific actions knowingly and intentionally taken by Employee to the specific material detriment of the Company and not reasonably intended by him to benefit the company, the Employee will receive all unpaid salary, bonuses, and other benefits accrued through the last day of employment. Employee agrees, if he is so terminated for cause, that, for a period of one year following the termination of employment of the Employee, Employee will not engage in any way whatsoever, directly or indirectly, in any business that is competitive with the Company and its subsidiaries and affiliates utilizing any Confidential Information acquired while organizing, founding, or acting as an officer, director or employee of the Company, its subsidiaries or affiliates, nor solicit customers, investors, service providers, or strategic partners of the Company, with the Company's, or its subsidiary's or affiliates' business whether by interfering with or raiding their employees, or disrupting or interfering with their relationships with customers, investors, service providers, or strategic partners. Employee will have thirty days after termination by the Company for cause to challenge the termination. Employee may challenge the termination by the Company for cause by sending written notice to that effect to the Company via registered or certified mail, postmarked no later than 30-days from the date that employee received notice from the Company that Employee was being terminated by the Company for cause. The Company and Employee will each select an arbitrator who will each review the facts surrounding the termination and the challenge. The arbitrators will decide whether the Company was justified in terminating the Employee for cause. If the arbitrators cannot agree whether the Company was justified in terminating Employee for cause, the arbitrators will select a third arbitrator who will make the determination of whether the Company was justified in terminating the Employee for cause. The arbitration proceeding shall be conducted in accordance with the provisions of California's Arbitration act, Code of Civil Procedure, Sections 1280, et seq. The Company and Employee agree to abide by the decision of the arbitration.

If the arbitrators agree or if the third arbitrator determines, as applicable, that the Company was not justified in terminating the Employee for cause, within 72 hours of receiving the arbitration decision that the termination by the Company for cause was not justified, the Company will pay Employee back pay for all salaries and benefits from the date of termination through the date of the arbitration decision. The termination will then be treated as a termination by the Company without cause, subject to the provisions of subparagraphs

2.15.2 Termination by Company without Cause. In the event of termination by the Company without cause, i.e., an involuntary termination, or notification by the Company of an intent not to renew the Agreement pursuant to paragraph 2.2 of this Agreement, Employee shall be entitled to elect to receive severance pay equal to 50% of the annual total compensation in effect in the last month of employment, but in no cause less than $67,600 and will receive all unpaid salary, bonuses, and other benefits accrued through the last day of employment.

2.15.3 Termination by Employee without Cause. In the event of termination by Employee without cause, i.e., a voluntary termination, the Employee will receive all unpaid salary, bonuses, and other benefits accrued through the last day of employment. Employee agrees, if he so terminates without cause, that, for a period of one year following the termination of employment of the Employee, Employee will not engage in any way whatsoever, directly of indirectly, in any business that is competitive with the Company and its subsidiaries and affiliates utilizing any Confidential Information acquired while organizing, founding, or acting as an officer, director or employee of the Company, its subsidiaries, or affiliates, nor solicit customers, investors, service providers, or strategic partners of the Company, or any of its subsidiaries or operating affiliates; or disrupt, damage, impair or interfere with the Company's, or its subsidiary's or affiliates' business whether by interfering with or raiding their employees, or disrupting or interfering with their relationships with customers, investors, service providers or strategic partners. Thereafter, he will be free to so compete or participate with a competitor.

2.15.4 Termination by Employee with Cause. In the event of receipt of notice of termination by Employee with cause, which shall consist only of a material breach of the agreement by the Company including, without limitation, nonpayment of salary or other compensation due, non-reimbursement of business expenses, or failure to provide either health insurance allowance or coverage or other benefits, the Company will have thirty days after receipt of notice of termination by Employee to challenge the termination by Employee with cause. The Company and Employee will each select an arbitrator who will each review the facts surrounding the termination and the challenge. The arbitrators will decide wither the Employee is justified in terminating with cause. If the arbitrators cannot agree whether the Employee is justified in terminating with cause, the arbitrators will select a third arbitrator who will make the determination of whether the Employee is justified in terminating with cause. The arbitration proceeding shall be conducted in accordance with the provisions of California's Arbitration act, Code of Civil Procedure, Sections 1280, et seq. The Company and Employee agree to abide by the decision of the arbitration.

If the arbitrators agree, or if the third arbitrator determines, as applicable, that the Employee is justified in terminating with cause, or if the Company fails to challenge the termination by the Employee with cause within the thirty day period, the Employee shall be entitled to elect to receive severance pay equal to 100% of the annual total compensation in effect in the last month of employment, but in no case less than

$135,200 and will receive all unpaid salary, bonuses, and other benefits accrued through the last day of employment plus 30 days. If the arbitrators agree, or if the third arbitrator determines, as applicable, that the Employee is not justified in terminating with cause, the termination will be treated as a termination by Employee without cause, subject to the provisions of subparagraphs 2.15.3.

2.15.5 Termination by Death or Disability. In the event of termination by reason of death of the Employee or the long-term disability of the Employee, Employee shall be entitled to termination pay equal to three month's pay plus three month's benefits, and will receive all unpaid salary, bonuses, and other benefits accrued through the last day of employment. All payments due under this paragraph will be made on the date of termination of employment. For purposes of this section, the Company may terminate the Employee due to long-term disability if the Employee is unable to perform any of his duties for a period of ninety consecutive days or more, for reasons of sickness or injury. Additionally, in the event of the long-term disability of Employee, if Employee is terminated by the Company and then subsequently recovers from the disability, Employee will be free to compete in any way whatsoever, directly or indirectly, in any business that is competitive with the Company, and may solicit or in any other manner work for or assist any business which is competitive to the Company.

2.15.6 Severance Pay. If Employee elects to receive the severance pay provided for in subparagraph 2.15.2 or 2.15.4, whichever is applicable, and that severance pay together with all other payments required by this Agreement are paid to Employee in accordance with subparagraph 2.15.7, Employee agrees that for a period of one year following the termination of employment of the Employee, Employee will not engage in any way whatsoever, directly or indirectly, in any business that is competitive with the Company and its subsidiaries and affiliates utilizing any Confidential Information acquired while organizing, founding, or acting as an officer, director or employee of the Company, its subsidiaries or affiliates, nor solicit customers, investors, service providers, or strategic partners of the Company, or any of its subsidiaries or operating affiliates; or disrupt, damage, impair or interfere with the Company's, or its subsidiary's or affiliates' business whether by interfering with or raiding their employees, or disrupting or interfering with their relationships with customers, investors, service providers or strategic partners.

If Employee elects not to receive such severance pay, Employee will be free to compete in any way whatsoever, directly or indirectly, in any business that is competitive with the Company, and may solicit or in any other manner work for or assist any business which is competitive to the Company.

2.15.7 Termination for any reason. In the event of termination for any reason, all pay due under this Agreement except for severance pay is payable by the Company on the last day of employment. Severance pay, when applicable, will be paid as follows: one-half on the last day of employment and the remaining payments in three equal monthly installments payable on the first of months four through six.

2.16 Future Agreement. This Agreement and the documents referred to herein contain the entire agreement of the parties relevant to the subject matter hereof, and it may be amended only by a written document signed by both Employee and Company.

2.17 Governing Law. The laws of California, without regard to conflicts of laws principles thereof, shall govern this agreement.

2.18 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the heirs, successors and assigns of the parties hereto.

EMPLOYEE:

[Print Name]

RECLAMATION CONSULTING AND APPLICATIONS, INC.

By:

Its.

EX 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into as of the day of June 30, 2004, by and between Gordon Davies ("Employee") and RECLAMATION CONSULTING AND APPLICATIONS, INC., a Colorado Corporation with its principal place of business at 23832 Rockfield Boulevard, Suite 275, Lake Forest, California 92630 ("Company").

1. RECITALS:

1.1 The company is in the business of manufacturing and marketing asphalt, cement and related products release agents in liquid form that are non-toxic, non-explosive and environmentally compatible, the formulation and ingredients of which are confidential.

1.2 Employee has experience in the businesses conducted and to be conducted by the Employer, or in related businesses, and desires to be employed by the Company, and the Company desires to employee the Employee, on the terms and conditions specified below

2. COVENANTS:

In consideration of the recitals and mutual covenants contained herein, the parties agree that:

2.1 Employment. The Company will employ Employee to serve as President with the duties listed and defined by the Company or the Board, in connection with the Company's operations and Employee does hereby accept such employment, all subject to the terms and provisions of this Agreement. Employee represents that he is legally free to enter into this agreement and that it does not conflict with any of his duties or obligations to any other person and that he is not in any way restricted by any duties or obligations to any other person from contributing his knowledge and talents to the Company in performing his duties hereunder.

2.2 Term. This Agreement shall have an initial five-year term, which shall be automatically renewed each year thereafter unless the Company, upon thirty (30) days prior notice notifies Employee of its intent not to renew the Agreement. Notwithstanding the foregoing, the Company or the Employee may at any time terminate this Agreement and the employment relationship on thirty (30) days prior notice to the other, with the consequences hereinafter set forth.

2.3 Compensation. During the first twelve months of employment, the Company agrees to compensate Employee (from the commencement of this agreement) at the rate of not less than $135,200 per year base compensation for the first year of employment. Thereafter, Employee's annual compensation shall be increased by 20% on each anniversary date of this agreement, provided that the Company reaches a minimum net profit of $250,000. In no event shall Employee's minimum base compensation be reduced below $135,200 per year. Such compensation shall be payable monthly or on such more frequent basis as the Company may establish.

2.4 Bonuses. An annual bonus will be paid to Employee, the amount of which is based upon the Company's net profits and shall be structured as follows:

   RCAI                % of Salary      Salary          Bonus
Net Profit            Paid as Bonus     Amount          Amount

$250,000                10%             $135,200        $13,500
$500,000                20%             $135,200        $27,000
$750,000                30%             $135,200        $40,500
$1,000,000              40%             $135,200        $54,000
$1,250,000              50%             $135,200        $67,500
$1,500,000              60%             $135,200        $81,000
$1,750,000              70%             $135,200        $94,500
$2,000,000              80%             $135,200        $108,000
$2,250,000              90%             $135,200        $121,000
$2,500,000              100%            $135,200        $135,000


   RCAI                % of Salary      Salary          Bonus
Net Profit            Paid as Bonus     Amount          Amount

$250,000                10%             $162,240        $16,224
$500,000                20%             $162,240        $32,448
$750,000                30%             $162,240        $48,672
$1,000,000              40%             $162,240        $64,898
$1,250,000              50%             $162,240        $81,120
$1,500,000              60%             $162,240        $97,344
$1,750,000              70%             $162,240        $113,568
$2,000,000              80%             $162,240        $129,792
$2,250,000              90%             $162,240        $146,016
$2,500,000              100%            $162,240        $162,240


   RCAI                % of Salary       Salary         Bonus
Net Profit            Paid as Bonus     Amount          Amount

$250,000                10%             $194,688        $19,468.80
$500,000                20%             $194,688        $38,937.60
$750,000                30%             $194,688        $58,406.40
$1,000,000              40%             $194,688        $77,857.20
$1,250,000              50%             $194,688        $97,344
$1,500,000              60%             $194,688        $116,812.80
$1,750,000              70%             $194,688        $136,281.60
$2,000,000              80%             $194,688        $155,750.40
$2,250,000              90%             $194,688        $175,219.20
$2,500,000              100%            $194,688        $194,688



   RCAI                % of Salary       Salary          Bonus
Net Profit            Paid as Bonus     Amount          Amount

$250,000                10%             $233,625.60     $23,362.56
$500,000                20%             $233,625.60     $46,727.12
$750,000                30%             $233,625.60     $70,087.68
$1,000,000              40%             $233,625.60     $93,450.24
$1,250,000              50%             $233,625.60     $116,812.80
$1,500,000              60%             $233,625.60     $140,175.36
$1,750,000              70%             $233,625.60     $163,537.92
$2,000,000              80%             $233,625.60     $186,900.48
$2,250,000              90%             $233,625.60     $210,263.04
$2,500,000              100%            $233,625.60     $233,625.60


   RCAI                % of Salary       Salary          Bonus
Net Profit            Paid as Bonus     Amount           Amount

$250,000                10%             $280,350.72     $28,035.07
$500,000                20%             $280,350.72     $56,070.14
$750,000                30%             $280,350.72     $84,105.21
$1,000,000              40%             $280,350.72     $112,140.28
$1,250,000              50%             $280,350.72     $140,175.36
$1,500,000              60%             $280,350.72     $168,210.43
$1,750,000              70%             $280,350.72     $196,245.49
$2,000,000              80%             $280,350.72     $224,280.57
$2,250,000              90%             $280,350.72     $252,315.64
$2,500,000              100%            $280,350.72     $280,350.72

2.5 Stock Options. The option to purchase 1,500,000 shares of common restricted stock in the Company has been granted in Employee's name. All options shall expire 5-years from the vesting date. 1,500,000 of these options have been carried over from Employee's previous Employment Agreement with the Company. Options will be vested annually, subject to continued employment, and released to Employee as per the schedule below. The corresponding number of share options shall be vested to Employee at the purchase values and on the dates indicated.

No. Options             Date Available                  Exercise Price

500,000                 January 15, 2002                $0.40 per share
500,000                 January 15, 2003                $0.40 per share
500,000                 January 15, 2004                $0.40 per share

Additional stock options shall be granted to Employee each year following the above schedule on the anniversary date of this Agreement, the amount and price of which to be determined solely by the Company.

2.6 Duties. Employee agrees to devote his energies to the business of the Company and agrees to perform such reasonable responsibilities and duties as may be assigned to him from time to time by the Company or by the Company's board of directors, which shall be consistent with his position as Executive Vice President. In no event shall the Employee be precluded from activities in professional societies, or from lecturing or writing in areas of his professional expertise for reasonable periods, and Employee shall be entitled to retain fees, honoraria, publication royalties and similar compensation paid as a result of such activities.

2.7 Additional Benefits. The Company agrees to reimburse Employee promptly for or to pay on behalf of Employee, any reasonable expenses heretofore or hereafter incurred by Employee (to the extent not paid by others) in the furtherance of the goals of the Company upon submission of a satisfactory accounting by Employee, and to provide Employee with the following additional benefits:

2.7.1 A minimum of three weeks annual paid vacation. Vacation shall accrue on a monthly basis or part thereof; however, once unused vacation has accrued to a maximum of three weeks, accrual of additional vacation shall cease until the balance of accrued vacation has been reduced below six weeks. The Company will not cause the vacation accrual to cease by withholding its approval of any of the Employee's vacation requests.

2.7.2 Any other standard benefits that may be established by the Company or its affiliates for its employees.

2.8 Non-Disclosure of Confidential Information. It is understood that employee will acquire and be informed of confidential technical and/or business information used by and belonging to the Company ("Confidential Information"), including Confidential Information as defined in the Company's EMPLOYEE NON-DISCLOSURE AND NON-COMPETITION AGREEMENT. Employee agrees that some or all of such Confidential Information is in the nature of trade secrets and is the sole property of the Company. Employee will keep confidential, and will not disclose to any third person or entity, any Confidential Information without Employer's consent and pursuant to the proceedings further defined in the Company's EMPLOYEE NON-DISCLOSURE AND NON-COMPETITION AGREEMENT.

2.9 Confidentiality after Termination of Employment. Employee agrees that upon termination of employment, he or she shall surrender promptly to the Company any and all documents and property of the Company, including, but not limited to: reports, drawings, manuals, correspondence, customer lists and other Confidential Information which he or she may possess, and all other materials and all copies thereof relating in any way to the Company's business, or in any way obtained by the Employee during the course of his employment, and that he shall not retain any copies, notes or abstracts of the foregoing. Employee further agrees that such documents, lists and information shall be and remain the sole property of the Company. All of the terms of paragraph 2.8 shall remain in full force and effect both during the continuation of employment of Employee by the Company and after the termination of employment for any reason.

2.10 Confidentiality. Employee agrees to execute standard Company documents establishing the Employee's duties of confidentiality and the rights of the Company to all inventions, trade secrets, etc., developed by the Employee in the course of his employment, namely the EMPLOYEE NON-DISCLOSURE AND NON-COMPETITION AGREEMENT.

2.11 Non-Competition. Employee agrees that during the term of his employment by Company, Employee will not engage in any way whatsoever, directly or indirectly, in any business that is competitive with the Company and its subsidiaries and affiliate operations, nor solicit or in any other manner work for or assist any business which is competitive to the Company and its subsidiaries and affiliate operations.

2.12 Non-Participation in Competitive Activities. During the term of this agreement, Employee will undertake no planning for or organization of any business activity competitive with the work he performs as an Employee of the Company and its subsidiaries and affiliate operations, and Employee will not combine or participate with other employees of the Company and its subsidiaries and affiliate operations for the purpose of organization of any such competitive business activity.

2.13 Assignment to Company of Proprietary Rights. Employee agrees to execute any and all documents and take any and all other actions necessary or desirable for the assignment to the Company and its subsidiaries and affiliate operations of all of his interests in any Confidential Information, trade secrets, copyrightable materials and patentable or patented ideas developed by him, alone or in conjunction with others, in the course of his employment by the Company.

2.14 Injunctive Relief. The parties hereto agree and acknowledge that many of the rights conveyed by this Agreement are of a unique and special nature and that the Company and its subsidiaries and affiliate operations will not have an adequate remedy at law in the event of failure of Employee to abide by its terms and conditions, nor will money damages adequately compensate for such injury. It is, therefore, agreed between the parties that in the event of breach by Employee of Employee's covenants contained in this Agreement, the Company and its subsidiaries and affiliate operations shall have the rights, among other rights, to damages sustained thereby and to a preliminary or permanent injunction to restrain Employee from the prohibited acts. Employee agrees that this Paragraph shall survive for one year after the termination of his employment, and Employee shall be bound by its terms for a period of one year subsequent to the termination of his employment, providing that the Company and its subsidiaries and affiliate operations continue to conduct the same business or businesses as they were conducting during the period of this Agreement. Nothing herein contained shall in any way limit or exclude any and all other rights granted by law or equity to the Company and its subsidiaries and affiliate operations.

2.15 Termination of Employment. If Employee's employment terminates or is terminated, the rights and obligations of the parties shall depend upon the reason for termination. Termination may occur for any one of the following reasons: termination by the Company for cause, termination by the Company without cause, termination by Employee without cause, termination by Employee with cause, or termination of Employee by reason of his death or long-term disability.

2.15.1 Termination by Company for Cause. In the event of termination by the Company for cause, which shall consist only of specific actions knowingly and intentionally taken by Employee to the specific material detriment of the Company and not reasonably intended by him to benefit the company, the Employee will receive all unpaid salary, bonuses, and other benefits accrued through the last day of employment. Employee agrees, if he is so terminated for cause, that, for a period of one year following the termination of employment of the Employee, Employee will not engage in any way whatsoever, directly or indirectly, in any business that is competitive with the Company and its subsidiaries and affiliates utilizing any Confidential Information acquired while organizing, founding, or acting as an officer, director or employee of the Company, its subsidiaries or affiliates, nor solicit customers, investors, service providers, or strategic partners of the Company, with the Company's, or its subsidiary's or affiliates' business whether by interfering with or raiding their employees, or disrupting or interfering with their relationships with customers, investors, service providers, or strategic partners. Employee will have thirty days after termination by the Company for cause to challenge the termination. Employee may challenge the termination by the Company for cause by sending written notice to that effect to the Company via registered or certified mail, postmarked no later than 30-days from the date that employee received notice from the Company that Employee was being terminated by the Company for cause. The Company and Employee will each select an arbitrator who will each review the facts surrounding the termination and the challenge. The arbitrators will decide whether the Company was justified in terminating the Employee for cause. If the arbitrators cannot agree whether the Company was justified in terminating Employee for cause, the arbitrators will select a third arbitrator who will make the determination of whether the Company was justified in terminating the Employee for cause. The arbitration proceeding shall be conducted in accordance with the provisions of California's Arbitration act, Code of Civil Procedure, Sections 1280, et seq. The Company and Employee agree to abide by the decision of the arbitration.

If the arbitrators agree or if the third arbitrator determines, as applicable, that the Company was not justified in terminating the Employee for cause, within 72 hours of receiving the arbitration decision that the termination by the Company for cause was not justified, the Company will pay Employee back pay for all salaries and benefits from the date of termination through the date of the arbitration decision. The termination will then be treated as a termination by the Company without cause, subject to the provisions of subparagraphs

2.15.2 Termination by Company without Cause. In the event of termination by the Company without cause, i.e., an involuntary termination, or notification by the Company of an intent not to renew the Agreement pursuant to paragraph 2.2 of this Agreement, Employee shall be entitled to elect to receive severance pay equal to 50% of the annual total compensation in effect in the last month of employment, but in no cause less than $67,600 and will receive all unpaid salary, bonuses, and other benefits accrued through the last day of employment.

2.15.3 Termination by Employee without Cause. In the event of termination by Employee without cause, i.e., a voluntary termination, the Employee will receive all unpaid salary, bonuses, and other benefits accrued through the last day of employment. Employee agrees, if he so terminates without cause, that, for a period of one year following the termination of employment of the Employee, Employee will not engage in any way whatsoever, directly o f indirectly, in any business that is competitive with the Company and its subsidiaries and affiliates utilizing any Confidential Information acquired while organizing, founding, or acting as an officer, director or employee of the Company, its subsidiaries, or affiliates, nor solicit customers, investors, service providers, or strategic partners of the Company, or any of its subsidiaries or operating affiliates; or disrupt, damage, impair or interfere with the Company's, or its subsidiary's or affiliates' business whether by interfering with or raiding their employees, or disrupting or interfering with their relationships with customers, investors, service providers or strategic partners. Thereafter, he will be free to so compete or participate with a competitor.

2.15.4 Termination by Employee with Cause. In the event of receipt of notice of termination by Employee with cause, which shall consist only of a material breach of the agreement by the Company including, without limitation, nonpayment of salary or other compensation due, non-reimbursement of business expenses, or failure to provide either health insurance allowance or coverage or other benefits, the Company will have thirty days after receipt of notice of termination by Employee to challenge the termination by Employee with cause. The Company and Employee will each select an arbitrator who will each review the facts surrounding the termination and the challenge. The arbitrators will decide wither the Employee is justified in terminating with cause. If the arbitrators cannot agree whether the Employee is justified in terminating with cause, the arbitrators will select a third arbitrator who will make the determination of whether the Employee is justified in terminating with cause. The arbitration proceeding shall be conducted in accordance with the provisions of California's Arbitration act, Code of Civil Procedure, Sections 1280, et seq. The Company and Employee agree to abide by the decision of the arbitration.

If the arbitrators agree, or if the third arbitrator determines, as applicable, that the Employee is justified in terminating with cause, or if the Company fails to challenge the termination by the Employee with cause within the thirty day period, the Employee shall be entitled to elect to receive severance pay equal to 100% of the annual total compensation in effect in the last month of employment, but in no case less than

$135,200 and will receive all unpaid salary, bonuses, and other benefits accrued through the last day of employment plus 30 days. If the arbitrators agree, or if the third arbitrator determines, as applicable, that the Employee is not justified in terminating with cause, the termination will be treated as a termination by Employee without cause, subject to the provisions of subparagraphs 2.15.3.

2.15.5 Termination by Death or Disability. In the event of termination by reason of death of the Employee or the long-term disability of the Employee, Employee shall be entitled to termination pay equal to three month's pay plus three month's benefits, and will receive all unpaid salary, bonuses, and other benefits accrued through the last day of employment. All payments due under this paragraph will be made on the date of termination of employment. For purposes of this section, the Company may terminate the Employee due to long-term disability if the Employee is unable to perform any of his duties for a period of ninety consecutive days or more, for reasons of sickness or injury. Additionally, in the event of the long-term disability of Employee, if Employee is terminated by the Company and then subsequently recovers from the disability, Employee will be free to compete in any way whatsoever, directly or indirectly, in any business that is competitive with the Company, and may solicit or in any other manner work for or assist any business which is competitive to the Company.

2.15.6 Severance Pay. If Employee elects to receive the severance pay provided for in subparagraph 2.15.2 or 2.15.4, whichever is applicable, and that severance pay together with all other payments required by this Agreement are paid to Employee in accordance with subparagraph 2.15.7, Employee agrees that for a period of one year following the termination of employment of the Employee, Employee will not engage in any way whatsoever, directly or indirectly, in any business that is competitive with the Company and its subsidiaries and affiliates utilizing any Confidential Information acquired while organizing, founding, or acting as an officer, director or employee of the Company, its subsidiaries or affiliates, nor solicit customers, investors, service providers, or strategic partners of the Company, or any of its subsidiaries or operating affiliates; or disrupt, damage, impair or interfere with the Company's, or its subsidiary's or affiliates' business whether by interfering with or raiding their employees, or disrupting or interfering with their relationships with customers, investors, service providers or strategic partners.

If Employee elects not to receive such severance pay, Employee will be free to compete in any way whatsoever, directly or indirectly, in any business that is competitive with the Company, and may solicit or in any other manner work for or assist any business which is competitive to the Company.

2.15.7 Termination for any reason. In the event of termination for any reason, all pay due under this Agreement except for severance pay is payable by the Company on the last day of employment. Severance pay, when applicable, will be paid as follows: one-half on the last day of employment and the remaining payments in three equal monthly installments payable on the first of months four through six.

2.16 Future Agreement. This Agreement and the documents referred to herein contain the entire agreement of the parties relevant to the subject matter hereof, and it may be amended only by a written document signed by both Employee and Company.

2.17 Governing Law. The laws of California, without regard to conflicts of laws principles thereof, shall govern this agreement.

2.18 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the heirs, successors and assigns of the parties hereto.

EMPLOYEE:

[Print Name]

RECLAMATION CONSULTING AND APPLICATIONS, INC.

By:

Its.

EX 10.3

DISTRIBUTORSHIP AGREEMENT

THIS AGREEMENT (Agreement) is entered into this 30th day of July 2003, by and between Reclamation Consulting and Applications Inc., a company organized under the laws of Colorado with its principal place of business at 23832 Rockfield Blvd., Suite 273, Lake Forest, California 92630, USA and its manufacturing and sales training site at 3558 West 900 South, Salt Lake City, Utah, 84104 USA
('RCAI')

and

North American Marketing, Inc., a company organized under the laws of Nevada, and having its principal place of business at 1225 Wakeham Avenue, Santa Ana, CA 92705 ('Distributor')

RECITALS

RCAI manufactures and distributes certain asphalt, cement and related product release agents, which are used in the construction and similar industries and which are sold under the RCAI trademarks 'Alderox' and/or 'ASA-12'.

RCAI desires to appoint Distributor to promote, market, sell, distribute and service RCAI's products and Distributor desires to promote, market, sell, distribute and provide customer service for RCAI products in the territory, defined herein below.

In consideration of the mutual representations, agreements and conditions contained in this Agreement, RCAI and Distributor hereby agree as follows:

SECTION 1: DEFINITIONS

1.1 'Products' means asphalt, cement and related product release agents, in liquid form that RCAI formulates and manufactures. RCAI authorizes Distributor to distribute these Products under the RCAI Trademarks.

1.2 'Territory' means the entire geographic contiguous area of the United States plus Alaska and Hawaii. The Territory will be broken into 4-5 sub- Territories, each with its own minimum required sales volumes all as set forth on Schedule A hereto.

1.3 'Effective Date' means the date first written above which will be concurrent with the date when an authorized representative of the last party hereto executes this Agreement.

1.4 'Agreement Year' means any partial or whole calendar year, commencing with the Effective Date hereof, or any such subsequent period during the continuance of this Agreement.

1.5 'Trademarks' means all trademarks, trade names, designs, logos or other protected or protectable commercial symbols used by RCAI to identify RCAI as the source of the Products to which RCAI grants Distributor the right of distribution hereunder and as set forth in Schedule A hereto.

1.6 'Documentation' means any promotional, advertising, technical or training materials developed and furnished by RCAI to Distributor hereunder, specifically intended for the public, including customers and potential customers and concerning the promotion, distribution, application or handling of the Products. 1.7 'Distributor' means North American Marketing, Inc., and any sub-distributor or subcontractor, agent, representative, successor or assign to whom any of the rights or obligations of Distributor herein are assigned or delegated upon the prior written consent of RCAI.

SECTION 2: GRANT OF DISTRIBUTORSHIP

2.1 As of the Effective Date of this Agreement and for the term hereof, RCAI hereby appoints Distributor and Distributor hereby accepts the appointment to promote, distribute and provide customer service for the Products in the Territory under the terms and conditions of this Agreement.

2.2 The exclusive right granted herein will apply provided Distributor achieves the Minimum Sales Objectives in the Territories for each Agreement Year during the term hereof as further described below.

2.3 During the term hereof, Distributor will refrain from directly promoting, distributing or servicing the Products outside the Territory by soliciting orders, establishing or operating any branch or facilities for said purposes outside the Territory, or taking any other direct action to obtain customer orders outside of the Territory.

2.4 During the term RCAI shall appoint no other sales agents to distribute the Products within the territory provided minimum sales objectives are achieved as set out below. RCAI will use reasonable efforts to refer to Distributor any customer inquiry or order originating from Distributor's Territory. However, RCAI may directly sell, distribute or service the Products in the Territory during the term for its own account, and shall not be obligated to compensate Distributor for any such sales and activities.

2.5 The rights of Distributor to promote, distribute or provide customer service for the Products include the right of sub-distribution or subcontract, but only upon the prior written consent of RCAI. All other rights not expressly granted in this Agreement to Distributor are reserved to RCAI.

SECTION 3: AUTHORIZED USE OF TRADEMARKS

3.1 As of the Effective Date of this Agreement and for the term hereof, RCAI hereby grants Distributor the nonexclusive, nontransferable right to use the Trademarks set forth in Schedule B hereto in connection with the promotion, distribution and servicing of the Products in the Territory. RCAI may amend Schedule B from time to time.

3.2 Distributor will comply with all RCAI requirements for affixing or using the Trademarks on or in connection with the Products.

3.3 During the term hereof, Distributor will represent to customers and other third parties that Distributor is an authorized independent distributor of RCAI and the Products for the Territories. Distributor will refrain from using any trademarks or other identifying symbols that may be considered by customers or other third parties to be misleading as to the identity of Distributor, the relationship of RCAI and Distributor, or the origin or nature of the Products.

SECTION 4: MINIMUM SALES OBJECTIVE

4.1 Set out on Exhibit A hereto are minimum volume of sales of the Products that Distributor commits to use its best efforts to achieve for each of the Territories on a quarterly basis in the first Agreement Year. RCAI will review the minimum quarterly volume of sales of the Products prior to the beginning of any successive term during which this Agreement may continue and RCAI may change and adjust such minimums as it, in its sole judgment, sees fit.

4.2 Distributor will use its best efforts to achieve the Minimum Sales Objective in any given Agreement Year. In particular, Distributor will:

a) actively promote, distribute and service the Products in the Territories;

b) diligently pursue sales leads provided by RCAI;

c) initiate sales programs, campaigns, surveys, promotions and advertising programs;

d) comply with all provisions of Sections 8 and 9 hereof on training and advertising; and

e) respond promptly and fully to any of RCAI's requests for information on customers or market conditions in Distributor's Territories.

f) assist RCAI, when requested, in the development and testing of new products developed by RCAI

4.3 In the event that Distributor fails to achieve the Minimum Sales Objective in one or more of the Territories in any quarterly period, RCAI may, in its sole discretion, revise the Minimum Sales Objective for the subject Territory or Territories, and/or revoke the exclusive appointment granted herein in the subject Territory or Territories with immediate effect and appoint other distributors in the Territory or Territories, and/or terminate this Agreement in full, or as to such territory, immediately upon 20 days written notice to Distributor.

SECTION 5: INVOICING, PURCHASE ORDERS & PAYMENT

5.1 Distributor will invoice customers on RCAI letterhead and payment shall be made directly from the customer to RCAI.

5.2 Invoices to customers shall be payable net 30 days from date of invoice and shall offer a 3% discount for payment received net 10 days.

5.3 Once payments are received from customers and funds have cleared, within 30 days thereafter RCAI will issue checks to Distributor, for the difference between their current wholesale Product price and the net amount received.

5.4 Distributor will not be paid against payments received for product and equipment that was in stock with RCAI at the time of this agreement (as per inventory list of July 15, 2003).

SECTION 6: TERMS OF SALE

6.1 Unless otherwise agreed by RCAI, RCAI will deliver all Products for which it accepts purchase orders FOB RCAI's manufacturing plant Salt Lake City, Utah, or alternate pick-up site, Incoterms 2000, at which time and place title to the Products and risk of loss of the Products will pass to Distributor.

6.2 After loading by RCAI at its designated facility, Distributor is responsible for all costs and risks of transportation, insurance, any import duties or other charges, sales, use or other taxes, and licenses or approvals required for the transport, import, promotion, distribution and sale of the Products in the Territory, and any loss or damage sustained from the point RCAI's facility.

SECTION 7: TERMS OF PAYMENT

7.1 Payments made to Distributor from RCAI will reflect the difference between the prices set forth on RCAI's wholesale Price List for the Products, attached hereto as Schedule C, and as changed by RCAI from time to time, and the net proceeds received.

7.2 RCAI may change the pricing for products on the Product/Price List of Schedule C at any time, and, from time to time, any changes to said prices to be effective upon thirty (30) days written notice by RCAI to Distributor.

7.3 Unless otherwise agreed, invoices will require customers to make payment of the full invoice amount to RCAI, excluding any bank transfer or other charges, in US dollars, transfer orders to be made payable to RCAI and to any bank account as RCAI may designate from time to time.

7.5 RCAI reserves the right to request special terms of payment from certain customers on an individual basis, as RCAI determines in its sole discretion.

7.6 If it is necessary to convert any amount paid or payable to US dollars from any other currency, the conversion will be made at the rate of exchange actually used by RCAI's bank or other institution, and less all charges and fees for conversion.

SECTION 8: QUALITY CONTROL, SAFETY STANDARDS

8.1 Distributor will:

a) employ and maintain sufficient personnel to perform the obligations of Distributor herein and ensure their adequate training in accordance with this Agreement;

b) provide customers with adequate information and training on the safe and effective handling of the Product(s) and their applications;

c) furnish all market development information reasonably requested by RCAI concerning the customers of Products sold by Distributor; and

d) notify RCAI by phone, confirming in writing or confirming by e-mail, as promptly as practicable after it comes to Distributor's attention, of any customer complaints regarding the Products.

e) advertise and publicize the Products in the Territory in accordance with any RCAI advertising and promotional guidelines set forth in any Documentation or other materials, or as provided during any sales training or market development assistance by RCAI, and spend a minimum of at least $_______ per quarter on advertising for the Products.

SECTION 9: LIMITED WARRANTIES FOR PRODUCTS

9.1 RCAI hereby warrants with respect to all Products delivered to Distributor pursuant to the terms and conditions hereof that all such Products will be suitable for the applications intended, provided they are used as is intended from the date of delivery to Distributor until one (1) year from the pick-up date.

9.2 RCAI's entire liability and Distributor's customers' exclusive remedy is limited to the replacement without charge, of any Products which prove not to function as intended within the warranty period.

9.3 RCAI will not be liable for the replacement of Products which, in RCAI's sole opinion, have been subjected to misuse, accident, alteration, neglect or damage.

9.4 The warranties provided herein are the only warranties made by RCAI and excludes all other express and implied warranties including those of merchantability and fitness of the Products for a particular purpose.

9.5 IN NO EVENT WILL RCAI BE LIABLE FOR DAMAGES OF ANY KIND, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, GENERAL AND SPECIAL DAMAGES SUFFERED BY DISTRIBUTOR OR ANY CUSTOMER OR DISTRIBUTOR ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR OTHER TORT, EQUITY, OR ANY OTHER LEGAL GROUND OF ACTION.

SECTION 10: DISTRIBUTOR'S LIABILITY

10.1 Distributor will limit its representations on warranty with regard to the Products to correspond to the provisions of this Agreement.

10.2 Distributor will obtain as of the Effective Date of this Agreement and maintain for the term hereof general liability coverage which includes specifically the Products and completed operations coverage of at least $1,000,000 per incident, property of at least $1,000,000 and such additional insurance as may be required by the law or laws of the Territory, and which names RCAI as an additional insured.

10.3 Within ten (10) days of the Effective Date, Distributor will provide RCAI with a copy of the insurance policy evidencing compliance with Section 12.2 and will refrain from canceling or changing said policy, except to increase Distributor's coverage, without prior written notice of RCAI.

SECTION 11: PROPRIETARY RIGHTS

11.1 Distributor on behalf of itself, its officers, employees, agents, representatives, and assigns:

a) acknowledges that RCAI is the owner of all proprietary rights in the Products and the Trademarks, to which RCAI grants Distributor the rights to distribute and use pursuant to the provisions of this Agreement; and

b) will refrain from any unauthorized or infringing use of the Products, Trademarks or any Documentation for the term hereof and thereafter.

11.2 Promptly after Distributor learns of any suspected or actual unauthorized third party use of the Products, Trademarks or Documentation, Distributor will notify RCAI of said unauthorized use or disclosure.

11.3 Should RCAI decide in its sole discretion to take any action to defend against or terminate said infringing or unauthorized use of its proprietary rights in the Distributor's Territory, Distributor will, upon RCAI's request, render any assistance RCAI may require, at RCAI's expense.

SECTION 12: TERM AND TERMINATION

12.1 This Agreement will commence on the Effective Date hereof and will continue for an initial term of one (1) year (Initial Term). This Agreement may be renewed at RCAI's sole option for one or more successive terms of 1 year each (Successive Term) by 90 days prior written notice by RCAI to Distributor. At the time of renewal Distributor will:

a) have complied with its best efforts obligation to achieve the Minimum Sales Objective for the Agreement Year concerned; and

b) have complied with all other obligations of this Agreement to RCAI's satisfaction.

12.2 This Agreement may be terminated without cause by either party hereto if the party wishing to terminate gives prior written notice to the other party at least 90 days prior to the end of the Initial Term or any Successive Term.

12.3 RCAI may terminate this Agreement at any time during the Initial Term or any Successive Term by giving written notice to Distributor, notice effective upon the date given, in the event of any one or more of the following:

a) the failure of Distributor to achieve the Minimum quarterly Sales Objective required hereunder, provided, however, that RCAI may elect in lieu of termination, to revise the Minimum Sales Objective, appoint other distributors in the Territory or take any other measures to ensure that the market in Distributor's Territory is optimally developed;

b) Distributor's default in payment when due of any amount payable hereunder, provided however, in lieu of or in addition to termination, RCAI may take any measures to mitigate or reduce the extent of Distributor's default.

c) Distributor's breach of any obligation concerning RCAI's proprietary rights;

d) Distributor's breach of any obligation or representation, other than those of paragraphs a), b) and c) above,

e) Distributor's attempted assignment of this Agreement or any of rights granted hereunder by Distributor by agreement or operation of law, without the prior written consent of RCAI;

f) any legal or business transaction or event which causes a change in majority ownership of Distributor and effectively results in an assignment of this Agreement to owners substantially different from the owners of Distributor at the time of execution of this Agreement without the prior written consent of RCAI; and

g) any insolvency or inability of Distributor to pay debts as and when due, or the initiation or tendency of any proceeding involving the insolvency, bankruptcy, reorganization, or liquidation of Distributor.

SECTION 13: EFFECTS OF TERMINATION

13.1 Subject to Section 15.6, upon termination, Distributor will immediately discontinue the promotion, distribution and servicing of the Products and will cease to represent itself as an authorized Distributor of RCAI.

13.2 Distributor will further discontinue any use of RCAI's Trademarks and any Documentation. At RCAI's option, Distributor will certify destruction of Documentation.

13.3 Distributor will refrain from using any name, mark or logo which may create a likelihood of confusion with RCAI's Trademarks and will further refrain from copying in whole or in part any of the Confidential Information or Documentation.

13.4 Unless termination occurs for cause, Distributor may sell any Products remaining as of the date of termination, provided it does so within 30 days of the date of termination. All other Products remaining thereafter must be disposed of by Distributor and certified to RCAI.

13.5 Nothing herein will relieve or extinguish any of Distributor's payment obligations under any provision of this Agreement. Nevertheless, in the event of insolvency or refusal to pay for any reason by Distributor, RCAI may take reasonable actions to mitigate its losses by sale of the Products ordered to other distributors or customers.

13.6 Distributor will offer to RCAI and RCAI may at its sole option, elect to assume the rights and obligations of any agreements between Distributor and its customers for the service of the Products, effective as of the date of termination or expiration.

13.7 In no event will termination or expiration with or without cause of this Agreement entitle Distributor to any compensation by RCAI on any grounds whatsoever.

SECTION 14: GOVERNING LAW, ARBITRATION, ATTORNEY'S FEES

14.1 Governing Law. This Agreement together with the Schedules hereto and any valid agreement subsequently entered into between the parties regarding the subject matter hereof will be governed and construed in accordance with the laws of California.

14.2 Dispute Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, the parties agree to try in good faith to settle the claim by mediation administered by the American Arbitration Association ('AAA') under its International Commercial Mediation Rules before resorting to arbitration. Any controversy or claim that cannot be resolved by mediation will be settled by arbitration administered by the AAA in accordance with its International Arbitration Rules. To the extent these rules require supplementation and do not contradict the aforesaid Rules, the arbitral tribunal will apply the California rules on Arbitration and Conciliation of International Commercial Disputes. Unless otherwise agreed, the place of arbitration will be Los Angeles, California. Judgment on the award rendered by the arbitrator will be final and may be entered in any court having jurisdiction thereof.

14.3 In the event of unauthorized use or disclosure of the Products, Trademarks, or Documentation, Distributor acknowledges that RCAI will be irreparably harmed and, as there is no adequate remedy at law, RCAI may seek and obtain injunctive relief against Distributor for any harm arising from or relating to said unauthorized use or disclosure. Moreover, should the interim measures for injunctive relief under the AAA International Arbitration Rules prove inadequate, RCAI may seek injunctive relief, specific performance or any other equitable relief from any competent court having jurisdiction.

14.4 The award of the arbitrator will be final and binding on the parties, provided said award does not contradict in whole or in part the state of the governing law hereof. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement.

14.5 Attorney's Fees. In the event an action or arbitral proceeding is instituted relating to this Agreement, the party which the arbitrator or court of competent jurisdiction shall deem to have substantially prevailed therein shall be entitled to recover all costs, expenses, and attorney's fees adjudged by such arbitral tribunal or court.

SECTION 15: GENERAL PROVISIONS

15.1 Relationship of the Parties. Nothing in this Agreement will be construed as creating a partnership or joint venture between the parties or making Distributor a shareholder, agent, employee or other representative of RCAI, but in all of its operations hereunder Distributor will be an independent contractor, conduct its business at its own cost and expense and make no representation, express or implied, that it is an employee, partner, shareholder, joint venturer or other representative of RCAI. Distributor will have no authority to make any representation or warranty on behalf of RCAI, except as specified in this Agreement.

15.2 Force Majeure. In the event that either party is rendered wholly or partially unable to carry out its obligations under this Agreement due to reasons beyond its control (including, without limitation, acts of God, industrial disputes, war or civil disturbances, fire, floods, storms, earthquakes, landslides, acts of any governmental authority or agency, embargoes or unavailability of equipment or transport), the failure to so perform will be excused and not constitute default hereunder during the continuation of the intervention of such force majeure. The party affected shall give prompt notice to the other party, shall take all reasonable steps to eliminate the intervening event and shall resume performance as promptly as is practicable.

15.3 Assignment. This Agreement will be binding upon and inure to the benefit of RCAI, its successors and assigns. This Agreement will not be assignable or transferable by Distributor unless prior written consent is obtained from RCAI and provided that the assignee or transferee agrees in writing to be bound by all the terms, condition and obligations of this Agreement by which Distributor is bound and Distributor remains subject to the obligations on confidentiality and proprietary rights set forth herein. Any assignment of this Agreement or any rights or obligations arising therefrom without RCAI's prior written consent shall be deemed void.

15.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, this Agreement will be considered divisible as to such provision and the remaining provisions hereof will remain valid and binding.

15.5 No Waiver. Failure or delay by either party to exercise or enforce any term, right, power or privilege of this Agreement will not operate as a waiver thereof nor will any single or partial exercise of any term, right, power or privilege preclude any other or further exercise thereof.

15.6 Entire Agreement. This Agreement, and all schedules hereto form the entire agreement of the parties hereto with respect to the subject matter hereof. No modification, renewal, extension or waiver of this Agreement or any of its provisions will be binding unless made in writing and signed by each party=s duly authorized representative, except as to the Schedules attached hereto, which RCAI may amend from time to time during the term hereof.

15.7 Survival. Neither termination nor expiration will affect any right or obligation of either party hereunder which by its terms continues beyond the effective date of termination or expiration.

15.8 Notices. Unless otherwise provided herein, any notice or other written communication required or permitted in connection with this Agreement will be properly given when made in writing and sent by first-class registered or certified airmail, return receipt requested, or by courier or other personal delivery service, and properly addressed to the appropriate party at the address set forth above, until changed by written notice. Notice shall be effective when given, provided it is given in accordance with this Section 15.8.

IN WITNESS WHEREOF, RCAI and Distributor has each caused this Agreement to be executed on its behalf by its duly authorized officer as of the date first written above.

RCAI                                       North American Marketing, Inc.


By:__________________________           By:_____________________________
Gordon Davies                                   George Aumond
President                                       President

EX 10.4

MANUFACTURING AGREEMENT

This Agreement is made this 14th day of October, 2003, between Reclamation Consulting & Applications, Inc. (RCAI), a Colorado corporation with its principal place of business at 23832 Rockfield Blvd. Suite 272, Lake Forest, California, 92630, and North American Systems, Inc., a Nevada corporation (NAS).

RECITALS

RCAI is the owner of certain proprietary technology used in the production of asphalt, cement and related products release agents in liquid form that are non- toxic, non-explosive and environmentally compatible. To date, RCAI has produced and sold its own such liquid release agents, in particular under the trademarks and names ASA 12, KR7, and Alderox.

Pursuant to a separate non-disclosure agreement between RCAI and NAS dated July 30th, RCAI disclosed its technology to NAS for the purpose, among others, of NAS's evaluation of its capacity and capability to produce the Alderox products and related applications on behalf of RCAI.

As a consequence, the parties have determined that NAS has the manufacturing capability to produce Alderox products for RCAI. RCAI desires to license its technology to NAS for the purpose of NAS manufacturing RCAI's requirements for Alderox products and related applications, and NAS desires to obtain a license to use RCAI's technology to manufacture and sell the Alderox products to RCAI.

In consideration of the premises, representations and agreements contained in this Agreement, the parties agree as follows:

Section 1. Definitions

1.1. "Alderox Products" means RCAI's asphalt, cement and related product release agents in liquid form and any applications, the primary characteristics of which are that they are non-toxic, non-explosive and environmentally compatible, or related services.

1.2 "Alderox Technology" means all information acquired or developed by RCAI relating to Alderox Products, including their formulation, ingredients, processing or other methods of production, all of which is owned by RCAI and currently protected as trade secrets.

1.3 "Alderox Improvements" means any improvements to the Alderox Products or Technology acquired or developed by RCAI during the term of this Agreement relating to current or future Alderox Products.

1.4 "Confidential Information" means

a) all information in any tangible form or medium which RCAI has disclosed under the NDA to NAS or which it will disclose hereunder relating to Alderox Products, Alderox Technology, or Alderox Improvements;

b) production data, technical and engineering data, test data and test results, or the status and details of research and development of Alderox Technology, Improvements or Alderox Products;

c) any other information in any tangible form which is disclosed by RCAI to Alderox during the term hereof which is reasonably necessary to enable NAS to carry out its performance of this Agreement and which is marked by RCAI as confidential, including without limitation, information relating to business operations or development, marketing, customer or supplier information or regulatory approvals or compliance.

1.5 "Licensed Technology" means all Alderox Technology and any Alderox Improvements, which are licensed to NAS hereunder.

1.6 "Effective Date" means the date first written above, subsequent to the execution of this Agreement by an authorized representative of each party hereto.

Section 2. License to Manufacture

2.1 During the term hereof, RCAI grants to NAS the rights to use and practice the Licensed Technology for the sole purpose of manufacturing Alderox Products in the types and quantities ordered by RCAI in accordance with RCAI's requirements. Provided that NAS continues to produce and deliver RCAI's requirements for Alderox Products, and further provided that there is agreement on price under Section 4 hereof, RCAI will purchase its requirements from NAS.

2.2 Unless otherwise agreed by amendment hereto, RCAI retains all rights to market, distribute and sell the Alderox Products worldwide and all rights of ownership and use to the Licensed Technology not otherwise granted herein to NAS.

Section 3. Disclosure of Licensed Technology and Manufacture of Product

3.1 Promptly following the Effective Date hereof, RCAI will disclose to NAS all the Licensed Technology in its possession and in any tangible form or medium in which it exists.

3.2 Upon receipt of the Licensed Technology, NAS will use its best efforts produce a sample(s) of the Alderox Products which RCAI orders. Upon approval by RCAI, NAS will commence production of the Alderox Products ordered.

3.3 NAS will not pay any license fees for the use of the Licensed Technology. However, NAS will assume all direct costs of manufacturing which are necessary to produce the Alderox Products ordered by RCAI, including any costs in connection with testing or regulatory approvals that are pre-requisite to NAS's production of the Alderox Products.

3.4 During the term hereof, RCAI will provide at its own cost technical assistance to NAS to the extent reasonably necessary and required by NAS to use the Licensed Technology to its fullest extent.

Section 4. Purchase of RCAI's Requirements

4. 1 NAS will supply the Alderox Products only to RCAI.

4.2 During the term hereof, NAS agrees to refrain from developing, manufacturing or distributing any product, which directly or indirectly competes with any Alderox Products or is based in whole or in part on the Licensed Technology.

Section 5. Shipment, Inventory, and Inspection

5.1 Unless otherwise agreed, all Alderox Products will be manufactured and delivered F.O.B. NAS's Salt Lake City, Utah facility or other blending facilities. NAS will bear the costs of shipment, insurance, taxes, and any other such charges from the time RCAI delivers the Alderox Products to the designated NAS facility.

5.2 During the term hereof, RCAI may inspect NAS's facilities and operations, upon reasonable notice and at reasonable intervals, for the purposes of determining if the Licensed Technology is being used and practiced as intended. Costs of any inspection will be born by RCAI and NAS will fully cooperate with RCAI during any such inspection.

Section 6. Purchase orders and terms of Payment

6.1 RCAI will submit to NAS its purchase orders for Alderox Products within 30 days of the desired delivery date. Within 48 hours of NAS's receipt of RCAI's purchase order, NAS will provide RCAI with its pricing and estimated delivery date for the Alderox Products ordered.

6.2. Payment of NAS's invoices for Alderox Products ordered by and delivered to RCAI will be due and payable net thirty (30) days of delivery of the ordered Products to RCAI, F.O.B. final delivery destination. Unless otherwise agreed, all prices will be paid in US Dollars.

6.3. NAS may make adjustments to its prices during the term hereof; however, any increases in pricing will require ninety (90) days' prior notice to RCAI of any such change before making them effective, and any such changes will not adversely affect the orders for Alderox Products already accepted by NAS for production.

6.4 In the event of late payment, RCAI will notify NAS of the reasons for late payment and the timeframe, if any, for making payment. RCAI will use its best efforts to make full payment or otherwise resolve the issue. Late payment will not constitute good cause to terminate this Agreement.

Section 7. Other Obligations of NAS

NAS, as provided for herein, will use its best efforts to:

7.1 ensure the confidentiality of all of Licensed Technology and Confidential Information disclosed hereunder and the proper use of all Licensed Technology;

7.2 obtain all regulatory approvals or comply with all regulatory requirements required or desirable to produce the ASA 12 Products.

Section 8. Proprietary Rights/Confidentiality

8.1 NAS will refrain from any unauthorized use of the Licensed Technology or disclosure of said Technology protected as trade secrets to any third parties.

8.2 The above obligations will apply retroactively to any part of the Licensed Technology disclosed by RCAI to NAS prior to execution hereof. They will continue for the duration of this Agreement and thereafter, unless and until any part of the Licensed Technology or the Confidential Information are proven: a) to have fallen into the public domain or do not remain secret and substantial through no fault of the receiving party; b) to have infringed the proprietary rights of a third party; or c) to have been independently developed by NAS prior to RCAI's disclosure.

8. 3 NAS agrees to use at least the same standard of care as it uses in regard to its own confidential or proprietary information to prevent unauthorized use or disclosure of the Licensed Technology or the Confidential Information, including, without limitation, actively educating their employees, agents, consultants or other representatives about the confidential treatment of said information and instituting both contractual and practical measures to ensure that they refrain from such unauthorized use or disclosure during the term of their employment or service and thereafter.

Section 9. Third Party Infringement/Misuse

9.1 Upon: a) the discovery by NAS; or b) notice by NAS to RCAI: i) any third party infringement of the Licensed Technology; or ii) any third party claim that the Licensed Technology infringes such party's proprietary rights, RCAI will take whatever action is reasonably necessary at RCAI's expense to prevent or prosecute said alleged infringement or defend against, negotiate, mediate or otherwise resolve said third party's claim.

9.2 NAS will render any assistance reasonably requested or required by RCAI, provided the expense is born by RCAI. RCAI will retain any damages or other compensation recovered from the prosecution, settlement or defense of such claims.

9.3 Notwithstanding Section 9.2, in the event that the costs of litigation become overly burdensome, RCAI will not be obligated to litigate or to continue to litigate a third party infringement claim and will notify NAS in a timely manner of any decision not to prosecute or defend on its own. The parties may agree to jointly prosecute or defend such claims, in which case, they will jointly assume the expenses and fees incurred and share any damages or other compensation which may be recovered from prosecution, defense or settlement. Should RCAI not wish to participate in any joint prosecution or defense, the parties may, by subsequent agreement, determine whether and to what extent NAS may, at its election, prosecute or defend such claims.

9.4 In any event, RCAI or both parties, to the extent both are involved, will use its or their best efforts to: a) modify the Licensed Technology or amend this Agreement so as to fulfill the objectives hereof; and b) mitigate any actual or potential damage to the Alderox Products which RCAI has ordered and NAS has in production or ready for delivery.

Section 10. Warranties/Indemnities

10.1 RCAI represents, that to its best knowledge: a) the Licensed Technology does not infringe any third party's rights; and b) the Licensed Technology, when properly used, will result in Alderox Products which have the function and reliability they are intended to have. 10.2 NAS warrants to RCAI that it will use its best efforts to: a) use the Licensed Technology so as to produce all Alderox Products ordered with the function and reliability intended; and b) deliver to RCAI all Alderox Products free of any and all material defects in materials and workmanship.

10.3 The parties will give each other prompt notice of any alleged material breach of these warranties. RCAI will take all reasonable measures to correct any deficiencies in the Licensed Technology and will bear the expense of any Alderox Products which are ordered and produced which contain such deficiencies. Should the defects relate to the materials or workmanship, NAS will replace said defective products at no charge. The parties' warranties will apply to third party buyers or consumers as prescribed by the local laws of the territory in which the Alderox Products are sold or used. In the absence of any statutory or prescribed period, the applicable warranties will be for a period of 1 year from the time the Alderox Products concerned are sold.

10.4 RCAI agrees to determine to what extent its product liability insurance will cover third party claims and to otherwise procure comprehensive product liability insurance sufficient to protect NAS from the claims of such third party claimants for the U.S. market.

Section 11. Limitation of Liability

11.1 RCAI will have no responsibility for the workmanship or materials of the Alderox Products manufactured by NAS or for compliance with the information furnished to NAS in the Licensed Technology or related Confidential Information. NAS will be liable, at its own cost, to correct or cure any such defects in materials and workmanship, which occur under normal use or application from the date of discovery of the defect and prompt notice to NAS to the end of any applicable warranty period.

11.2 NAS will have no responsibility for any deficiencies in the information provided in the Licensed Technology. RCAI will be liable, at its own cost, to correct or cure any such deficiencies, so that the Alderox Products have the function, and reliability they are intended to have under normal use or application from the date of discovery of the defect and prompt notice thereof to RCAI to the end of any applicable warranty period.

11.3 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL DAMAGES TO EACH OTHER ARISING FROM THE BREACH HEREOF PROVIDED EACH ONE'S OBLIGATIONS HEREIN ARE MET.

11.4 As between each other, the foregoing warranties are in lieu of all other warranties or conditions, express or implied. Except as provided herein, neither party will be liable for any damages other than actual damages, such actual damages not to exceed the total price paid for the total amount of Alderox Products ordered with regard to which a claim of liability is made.

Section 12. Term and Termination

12.1 This Agreement will commence on the Effective Date and continue for a period of twelve full consecutive calendar months or part thereof, beginning with the month in which the Effective Date occurs ("Annual Period"). It will be automatically renewed for consecutive Annual Periods, unless terminated upon notice by either party for good cause.

12.2 This Agreement may be terminated at any time for good cause by notice of the party claiming breach to the allegedly breaching party. Good cause means:

a) a material breach of any warranty, term, condition or covenant of this Agreement, unless the breaching party cures the breach to the notifying party's satisfaction within ninety (90) days of the allegedly breaching party's receipt of the notice; or

b) a material adverse change in the Licensed Technology, because of misappropriation which is unsuccessfully defended or for any other reason, so that the production and/or sale of the Alderox Products are no longer economically viable;

c) an event of insolvency of either of the parties, including a failure to pay debts or perform obligations, admission of and/or commencement of any voluntary or involuntary insolvency proceeding, or an assignment for the benefit of creditors.

12.3 RCAI reserves the right to terminate the rights of NAS hereunder during in the event that NAS is unable or unwilling for any reason to meet RCAI's requirements for Alderox Products, and such incapacity or decision not to produce and supply by RCAI continues for a period of thirty (30) days from the date of NAS's notice to terminate under this Section 12.3.

Section 13. Effects of Termination

13.1 Upon termination for any reason, NAS will cease and desist to use any of RCAI's Licensed Technology or Confidential Information. At RCAI's election, NAS will return or certify destruction of all such information in any form or medium in which it is embodied, together with any copies.

13.2 RCAI will pay any amounts then due and owing to NAS for orders of Alderox Products which have been ordered by RCAI in accordance with the terms hereof.

13.3. Notwithstanding Section 13.1 and unless termination results from misuse of the Licensed Technology or Confidential Information, NAS will complete any orders of Alderox Products which are in progress using said Licensed Technology, and thereafter return or certify their destruction.

13.4 Notwithstanding Section 13.1:

a) should RCAI terminate the production rights of NAS or should NAS decide for any reason to cease production of the Alderox Products, RCAI may resume production or grant a license to another third party to meet its requirements; or

b) should RCAI for any reason, including an event of insolvency as defined in
Section 12.2. b), end its business of promoting, selling, marketing or otherwise distributing the Alderox Products, RCAI will first offer to NAS a license of all rights to use the Licensed Technology and to produce and sell the Alderox Products. Should NAS wish to obtain said rights, RCAI will grant said license, subject to the parties' mutual agreement on the terms and conditions of said license.

13. 5 In the event either party should decide not to continue its performance as set forth in Section 13.4 hereof, neither party will be liable for any claims of damage from the other party, provided the proper notice period is observed and further provided each party takes reasonable measures as provided in Section 13.4 to license or otherwise enable the party which wishes to continue production and/or sale of the Alderox Products with the rights to so continue.

13.6 All other obligations of this Agreement which by their terms survive termination hereof will continue to remain in effect.

Section 14. Governing Law and Dispute Resolution

14.1 This Agreement will be construed in accordance with, and governed by the laws of the state of California, without regard to its conflicts of laws rules.

14.2 In the event of any dispute arising out of or relating to this Agreement, the parties agree to try in good faith to settle the dispute by mediation administered by the American Arbitration Association ("AAA") under its Commercial Mediation Rules before resorting to arbitration. Any controversy or claim arising out of or relating to this Agreement which cannot be settled through mediation will be settled by arbitration administered by the AAA in accordance with its Arbitration Rules. Judgment on the award rendered by the arbitrator shall be final and may be entered in any court having jurisdiction thereof.

14.3 In the event the interim measures for injunctive relief under the AAA International Arbitration Rules prove inadequate, the parties may seek injunctive relief, specific performance or any other equitable relief from any competent court having jurisdiction.

Section 15. General Provisions

15.1 Force Majeure. Unless otherwise provided for herein, no party will be liable for any failure or delay in its performance under this Agreement due to causes, including, but not limited to, acts of God, such as fire, flood or earthquake, acts of civil or military authority, riots, wars, governmental actions, labor shortage or disputes or other acts which are beyond any of the party's reasonable control, provided the party with the delay or failure gives notice to the other party at least within 7 days of its discovery and uses reasonable efforts to minimize or remedy such failure or delay in performance.

15.2 Relationship of Parties. RCAI and NAS are neither agents nor employees of each other, nor joint venturers. Neither has the authority to bind the other by contract or otherwise to any obligation, other than as expressly stated herein.

15.3 Notices. Any notices under this Agreement must be in writing and may be given by certified mail, courier, facsimile or email. In the case of facsimile or email, confirmation must be given promptly thereafter by certified mail or courier. Notices will be sent to each one's respective address as follows, until otherwise notified of a change. Notices are effective upon receipt or receipt of confirmation.

Mr. Gordon Davies RCAI
NAS 23832 Rockfield Blvd. Suite 272 Lake Forest, CA. 92630 Fax:
Fax: Email:
Email:

With a copy to: With a copy to:

Shaub, Williams & Nunziato LLP 12121 Wilshire Blvd. #205 Los Angeles, CA. 90025 310 826 8042 lawfirm@swn-law.com

15.4 Assignment. Neither party may assign or delegate its rights or obligations under this Agreement, without the prior written consent of the other.

15.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No amendments hereof will be binding unless executed in writing subsequently to this Agreement by each of the authorized representatives of the parties.

15.6 Waiver. Failure by either party to enforce any provision of this Agreement will not be deemed to constitute a waiver of future enforcement of that or any other provision, nor be binding unless executed in writing by the party making the waiver.

15.7 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, all other provisions of this Agreement will be construed to remain fully valid, enforceable and binding on the parties.

15.8 Construction. This Agreement has been negotiated by the parties and their respective counsel. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party.

15. 9 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, each of the parties hereto or its authorized representative has executed this Agreement as of the date first written above.

RECLAMATION CONSULTING & APPLICATIONS, INC.

By:____________________
Gordon Davies
President

NORTH AMERICAN SYSTEMS, INC.

By:______________________
Name:
Title:

EX 10.5

REVOLVING LOAN AGREEMENT

THIS REVOLVING LOAN AGREEMENT (the "Agreement") is entered into this 30th day of July, 2003 by and between North American Systems, Inc., a Nevada corporation ("NAS") and Reclamation Consulting and Applications Inc., a Colorado Corporation ("RCAI").

NOW THEREFORE, it is hereby agreed as follows:

1. Periodic Loans

During the term hereof, RCAI hereby agrees to make periodic loans to NAS. During the term hereof, from time to time NAS may notify RCAI of its need to borrow funds pursuant to this Agreement. Within 30 business days of receipt of such notice from NAS seeking to borrow funds and with the approval of RCAI's Board of Directors, RCAI shall forward such funds to NAS.

NAS shall utilize the funds as set forth in a monthly Budget, which will be submitted to RCAI and by this reference incorporated herein and for no other purpose, without the specific written authorization and consent from RCAI.

2. Period Finance Charges

All principal outstanding shall bear interest at a rate of 10% per annum, compounded annually.

3. Payments

All interest outstanding shall be due and payable by NAS on a quarterly basis, 30 days after the end of each calendar quarter. All interest then outstanding shall be due and payable by NAS to RCAI under the terms of each advance. NAS may, from time to time, in NAS's discretion, make one or more periodic payments to RCAI. Such payments shall be credited to NAS's account on the date that such payment is received and cleared by RCAI's bank. Such payments shall be applied first to the interest outstanding, and then to the principal outstanding.

4. Term

This Agreement shall begin this date and shall terminate on October 14th 2005, unless terminated earlier pursuant to the default provisions of this Agreement. This Agreement may be renewed on an annual basis after the termination date.

5. Default Provisions

The occurrence of one or more of the following events shall constitute and event of default:

5.1 The nonpayment of any interest of this loan when the same shall have become due and payable. There shall be a 90 day cure period following any Notice of Default.

5.2 The entry of a decree or order by a court having jurisdiction in the premises adjudging NAS a bankrupt or insolvency, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of NAS under the federal Bankruptcy Act or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of NAS, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

5.3 The institution by NAS of proceedings to e adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Act or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by NAS in furtherance of any such action.

5.4 Any default in the obligation of NAS for borrowed money, other than this loan, which shall continue for a period of sixty (60) days.

5.5 The breach by NAS, of any other provision of this Agreement, or the attached Security Agreement.

6. Acceleration

At the option of RCAI, and without demand or notice, all principal and any unpaid interest shall become immediately due and payable upon a default as set forth above.

7. Security

NAS's obligations as set forth in this Agreement are secured pursuant to the provisions of a Security Agreement between RCAI and NAS, a true copy of which is attached hereto and by this reference incorporated herein.

8. Notices

Any notice under this Agreement shall be in writing and shall be effective when actually delivered in person or three days after being deposited in the U.S. mail, registered or certified, postage prepaid and addressed to the party at the address stated in this Agreement or such other address as either party may designate by written notice to the other.

9. Address for Notices

Any notices permitted or required under this Agreement shall be deemed given upon the date of personal delivery or 48 hours after deposit in the United States mail, postage fully prepaid, return receipt requested, addressed to NAS at:

1520 South Grand Avenue Santa Ana, CA 92705

Addressed to RCAI at:

23832 Rockfield Blvd., Suite 275 Lake Forest, CA 92630

Or at any other address as any party may, from time to time, designate by notice given in compliance with this section.

10. Time

Time is of the essence of this Agreement

11. No Release

Both parties agree that the termination of this Agreement or the expiration of the term of this Agreement shall not release either party from any obligations hereunder.

12. Waiver

The waver by either party of the breach of any provision of his Agreement by the other party shall not operate or be construed as a waver of any subsequent breach.

13. Assignment

Except as otherwise provided within this Agreement, neither party hereto may transfer or assign this Agreement without prior written consent of the other party.

14. Law Governing

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

15. Arbitration

If at any time during the term of this Agreement any dispute, difference, or disagreement shall arise upon or in respect of the Agreement, and the meaning and construction hereof, every such dispute, difference, and disagreement shall be referred to s a single arbiter agreed upon by the parties, or if no single arbiter can be agreed upon, an arbiter or arbiters shall be selected in accordance with the rules of the American Arbitration Association and such dispute, difference, or disagreement shall be settled by arbitration in accordance with the then prevailing commercial rules of the American Arbitration Association, and judgement upon the award rendered by the arbiter may be entered in any court having jurisdiction thereof.

16. Attorney Fees

In the event an arbitration, suit or action is brought by and any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court.

17. Presumption

This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.

18. Computation of Time

In computing any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period of time begins to run shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period shall begin to run on the next day which is not a Saturday, Sunday or a legal holiday, in which event the period shall run until the end of the next day thereafter which is not a Saturday, Sunday or legal holiday.

19. Titles and Captions

All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

20. Pronouns and Plurals

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons may require.

21. Entire Agreement

This Agreement and the attached Security Agreement contain the entire understanding between and among the parties and supersedes any prior understandings and agreement among them respecting the subject matter of this Agreement.

22. Prior Agreements

This document is the entire, final and complete agreement of the parties pertaining to the loan of money by RCAI to NAS, and supersedes and replaces all prior or existing written and oral agreements between the parties or their representatives relating to such financing.

23. Agreement Binding

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

24. Further Action

The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

25.0 Counterparts

This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart.

26.0 Parties in Interest

Nothing herein shall be construed to be to the benefit of any third party, nor is it intended that any provision shall be for the benefit of any third party.

WHEREOF, the parties have executed this Agreement this 30th day of July, 2003.

Reclamation Consulting & Applications, Inc.

Title:

Date: July 30, 2003

North American Systems, Inc.

Title:

Date: July 30, 20

EX 10.6

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the "Agreement") is made and entered into at Irvine, California, as of the 30th day of July 2003 by and between RECLAMATION CONSULTING AND APPLICATIONS, INC., a Colorado Corporation ("RCAI" or "Secured Party") and NORTH AMERICAN SYSTEMS, INC., a Nevada Corporation ("NAS" or "Debtor") with reference to the following facts:

A. Debtor has executed a Revolving Loan Agreement in favor of Secured Party to evidence an outstanding debt owed by Debtor to Secured Party, and delivered same to Secured Party, a copy of which is attached hereto (the "Loan Agreement").

B. The purpose of this Security Agreement is to secure the full, faithful and prompt payment by Debtor to Secured Party under the terms of the Loan Agreement.

NOW THEREFORE, it is hereby agreed as follows:

1. Grant of Security Interest

Debtor hereby grants a security interest to and in favor of Secured Party, and Secured Party retains a security interest in and to the Collateral (as hereinafter defined in Paragraph 2) to secure the full, faithful and prompt performance of the Loan Agreement. The security interest herein granted to, and retained by, Secured Party shall be a lien and, except as otherwise provided herein, shall attach to the Collateral immediately upon the execution hereof.

Debtor shall execute and deliver to Secured Party, for filing with California, a California UCC Financial Statement, which Secured Party shall file.

2. Collateral

As used herein, the "Collateral" shall refer to the following: (i) All assets, tangible and intangible, of NAS, wherever located; and (ii) all additions and substitutions to or for the items referred to in (i) above; and (iii) all proceeds therefrom; and (iv) if a part of the Collateral is inventory or equipment, any after acquired inventory or equipment shall also be considered Collateral (hereinafter collectively referred to as the "Collateral").

3. Books and Records; Inspection

Borrower shall keep and maintain, at its expenses, complete records of the Collateral. Secured Party shall have the right at any time and from time to time, without notice, to call at Borrower's place of business during normal business hours to inspect the Collateral and to inspect the correspondence, books, and records of Borrower relating to the Collateral.

4. Representations and Warranties of Borrower

Borrower represents and warrants to secured Party that, with respect to the Collateral, Borrower posses and shall possess at all times while this Security Agreement is in effect, full, complete and unencumbered title to such goods, subject only to Secured Party's security interest hereunder.

5. Default

Debtor shall be deemed to be in "default" under this Agreement is Debtor fails to pay any amount due under the Loan Agreement 90 days after written demand by Secured Party to Debtor for such payment, or breaches any other provisions of the Loan Agreement.

6. Rights Upon Default

6.1 Upon the occurrence of any Event of Default hereunder, Secured party, at its option, may exercise any one or more of the cumulative rights and remedies hereinafter set forth and any other right or remedy provided for in this Agreement or available at law or in equity. Any one or more of such rights and remedies may be exercised simultaneously or successively, and the initiation or completion of any such exercise shall not constitute an election and shall not stop or prevent the pursuit of any other right or remedy. Upon the occurrence of any Event of Default hereunder Secured Party, in its discretion, may:

(a) Accelerate the maturity of, and declare immediately due and payable, the full unpaid amount of Debtor's indebtedness to Secured Party under the Loan Agreement and any other Secured Obligation;

(b) Enter on Debtor's premises to assemble and take possession of the Collateral.

(c) Require Debtor to assemble the Collateral and make its possession available to Secured Party at a place designated by Secured Party that is reasonably convenient to both Debtor and Secured Party.

(d) Enter Debtor's premises, render the Collateral, if equipment, usable and dispose of its in the manner provided by the Uniform Commercial Code of California on Debtor's premises.

(e) Incur expenses, including reasonable attorney's' fees and related costs, in the exercise of any right or remedy under or in connection with this Agreement, including but not limited to expenses related to the protection of Secured Party's security or the preservation of the Collateral. Debtor agrees to pay, or reimburse Secured Party, for all such expenses and all such expenses shall become a part of the Secured Obligations hereunder;

(f) Perform any obligation of Debtor hereunder, including but not limited to the reasonable expenditure of any funds or the taking of any action which Debtor is obligated to expend or take under or in connection with this Agreement.

(g) Notify any obligor or account debtor of the Debtor to make payments directly to Secured Party and collect, by legal proceedings or otherwise and endorse and receive all dividends, interest payments, proceeds and other sums and property now or hereafter payable on account of the Collateral.

(h) Notify other interested persons, firms or corporations of the default and of any of the Secured Obligations.

(i) Sue Debtor for the performance, demand or satisfaction of any of the Secured Obligations.

7. Miscellaneous

7.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

7.2 Assignment by Secured Party. Secured Party may assign its rights under this Security Agreement and the security interest created by this Security Agreement. Should Secured Party assign his rights under this Agreement or the security interest created by this Agreement, Secured Party's assignee shall be entitled, on written notice of the assignment being given by Secured Party to Debtor, to all performance required of Debtor by this agreement and all payments and monies secured by this Agreement.

7.3 Severability. Nothing contained in this Agreement shall be construed as requiring or permitting the commission of any act contrary to law. Wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance, or regulation pursuant to which the parties have no legal right to contract, the latter shall prevail, but in such event the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring them within the requirement of the law. In the event that any part, article, paragraph or clause of this Agreement shall be held to be indefinite or invalid, the entire \Agreement shall not fail on account thereof, and the balance of the Agreement shall continue in full force and effect.

7.4 Notices. Any and all notices, requests, demands and other communications which are required or may be given under, or in connection with, this Agreement shall be in writing and shall be deemed given when delivered in person or when received if by telegraphic or other electronic means (including, without limitation, telecopy or telex) or, if mailed, three business days after being deposited in the United States mail, certified or registered mail, postage prepaid, or if sent via Federal Express or similar courier service, two days after being deposited therewith, addressed to the party to whom it is to be given at the address hereinafter specified:

If to Debtor:

North American Systems, Inc. 1520 South Grand Avenue Santa Ana, CA 92705 Attention: George Aumond, President

If to Secured Party:

Reclamation Consulting & Applications, Inc. 23832 Rock field Blvd., Suite 275 Lake Forest, CA 92630 Attention: Gordon Davies, President

Any party hereto may, by notice given as provided herein, change the address to which, or the person to whose attention, notices shall be given.

7.5 Attorneys' Fees. In the event that any action, suit or proceeding is brought under or in connection with this Agreement, the prevailing party therein shall be entitled to its reasonable costs, expenses and attorneys' fees (including the reasonable estimate of the allocable costs of in-house legal counsel and staff).

7.6 Entire Agreement. This Agreement supersedes any and all oral and written statements and representations and together with the Revolving Loan Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and the transactions contemplated hereby.

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

7.8 Captions. Captions and paragraph heading used herein are for convenience only, are not a part of this Agreement and shall not be used in construing it.

7.9 Gender. Terms used herein in any number of gender include other numbers or genders, as the context may require.

7.10 Defined Terms. All capitalized terms used herein shall have, unless otherwise defined herein, the meaning attributed to them in the Agreement.

7.11 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California as applied between residents of the State of California entering into contracts to be performed wholly within the State of California.

7.12 Construction. This Agreement shall be construed without regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement shall be construed as though all of the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed s of the day and year first above written.

SECURED PARTY                                   DEBTOR

RECLAMATION CONSULTING &                        NORTH AMERICAN SYSTEMS, INC.
APPLICATIONS, INC.

By                                                      By

Title                                                   Title