Exhibit 10.5

                      COMMISSIONING AND TRAINING AGREEMENT
                      ------------------------------------

THIS  AGREEMENT  made  as  of  the  2  day  of  October  ,  2000.

BETWEEN:

               PLANET  EARTH  MANAGEMENT  INC.,  a  company  duly   incorporated
               pursuant to the laws of Yukon  Territory and having its principal
               place of  business  located at 54 Mill  Street  West,  Milverton,
               Ontario N0K 1M0

               (hereinafter referred to as "PEM")

                                                            OF  THE  FIRST  PART

AND:

               HAMILTON BIO CONVERSION INC., a company incorporated  pursuant to
               the laws of  Ontario,  and  having  an  office  at 2380  Brampton
               Street, Hamilton, Ontario L8E 5V9

               (hereinafter referred to as "NEWCO")

                                                           OF  THE  SECOND  PART

WHEREAS:

A.          NEWCO  is  the  licensee  of  a  certain technological  process (and
certain  patents,  know-how,  trade  secrets  and  trade  names) relating to the
digestion  of  biodegradable  waste,  which  technological  process  is  called
"Thermophilic Aerobic Digestion Process for Producing Animal Nutrients and other
Digested  Products",  and  which  technological  process  is described in patent
number  US  5810903  and  CDN  patent  application,  number  2184044,  (such
technological  process  together  with  the  related trade secrets, know-how and
trade  names  being  hereinafter  collectively  referred  to  as the "Process");

B.          NEWCO  is  licensed  to  utilize  the  Process and all digesters and
supporting  equipment  (collectively  called  the  "Equipment"),  which  digests
biodegradable  waste,  and  produces  an  end  product which may be commercially
utilized;

C.          PEM  has  represented  to NEWCO that it or its key employees possess
the  ability  to  provide  Services  (as  hereinafter  defined)  for  Plants (as
hereinafter  defined);

D.          NEWCO  wants PEM to provide the Services on the terms and conditions
hereinafter  set  forth.


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NOW  THEREFORE  THIS  AGREEMENT  WITNESSETH  that in consideration of the mutual
promises  as  set  out  below,  the  parties  hereto  agree  as  follows:

1.          INTERPRETATION
            --------------

1.1         Definitions.  In  this Commissioning  and Training  Agreement and in
            -----------
any  schedules or amendments hereto, the following terms shall have the
following  meanings:


          (a)  "Affiliate"  when used in reference to a party to this  agreement
               means a  corporation  that is the  subsidiary  of a party or is a
               fellow  subsidiary  of a party or is owned by the same person who
               owns the party;

          (b)  "Effective Date of this Agreement" means the date first appearing
               on page one hereof;

          (c)  "Equipment" has the same meaning as in Recital B herein;

          (d)  "Notice"  has  the  same  meaning  as  in  Section  3.1  to  this
               Commissioning and Training Agreement;

          (e)  "Plant" means a digestion plant  consisting of one or more pieces
               of the Equipment and located at 2380 Brampton  Street,  Hamilton,
               Ontario L8E 5V9;

          (f)  "Process" means the technological  process described in Recital A
               to this  Commissioning and Training  Agreement  together with the
               certain patents, trade secrets, know-how and trade names referred
               to therein; and

          (g)  "Services"  means  the  provision  of  commissioning,   start-up,
               operator, management and administrative training for the Plant.

2.          RIGHT  TO  SUPERVISE
            --------------------

2.1          Right  to  Supervise.  NEWCO  shall  have  the  right,  at  its own
            --------------------
expense,  to  supervise  or  inspect and review the provision of Services by PEM
pursuant  to  the  terms  of  this  Commissioning  and  Training  Agreement.

3.          PLANT  COMMISSIONING  AND  START-UP
            -----------------------------------

3.1          Notice  to PEM.  NEWCO shall utilize the services of PEM to provide
             --------------
Plant commissioning and training and shall provide PEM with notice in writing in
accordance  with  Article  11.6 herein that the Plant is ready for commissioning
and  training  (the  "Notice").

3.2          Covenants  of  PEM.  PEM  hereby covenants and agrees with NEWCO as
f            ------------------
ollows:


          (a)  PEM shall  supply the required  personnel to start to  commission
               and start-up  the Plant within five (5) business  days of receipt
               of the Notice;


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          (b)  PEM will promptly and efficiently perform all procedures required
               to establish the plant is ready for start-up;

          (c)  PEM will promptly provide NEWCO with notice in writing of any and
               all identified defects or deficiencies in regard to the Plant;

          (d)  PEM  will  cooperate  fully  with  NEWCO  or  NEWCO's  agents  in
               completing   remedial  work  related  to  identified  defects  or
               deficiencies in regard to the Plant;

          (e)  PEM will  promptly  and  efficiently  perform all  procedures  to
               initiate start-up of the Plant; and

          (f)  PEM will  supply  procedural  checklists  and  other  information
               required under this Commissioning and Training Agreement to NEWCO
               on a timely basis.

4.           OPERATOR  TRAINING
             -------------------

4.1          Personnel Selection.  PEM will advise NEWCO, within 3 months of the
             -------------------
commissioning  of  the Plant, of all personnel required to operate the Plant and
to  assist  in  the  interviewing,  selecting and negotiating contracts with all
personnel  required  to  be  hired  by  NEWCO  to  operate  the  Plant.

4.2          Personnel Training.  PEM will fully train the personnel selected to
            -------------------
operate  the  Plant  in  the  detailed operation and maintenance of every system
contained  in  the  Plant.

4.3          Overseeing  of  Plant  Personnel.  PEM's  personnel shall supervise
             --------------------------------
NEWCO's  personnel for a period of up to three (3) months after the commencement
of  operations  in  the  Plant.

4.4          Additional  Supervision.  PEM  will  provide additional supervisory
            ------------------------
services  in  regard  to  operational  personnel.

5.          ADMINISTRATIVE  PROCEDURES  AND  TRAINING
            ------------------------------------------

5.1          Personnel  Selection.  PEM  will  advise  NEWCO  of  all  personnel
            --------------------
required  to  administer  the  Plant and its related facilities, and will assist
NEWCO in the interviewing selecting and negotiating contracts with all personnel
required  to  be  hired  by  NEWCO  to  administer  the  Plant.


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5.2          Personnel Training.  PEM will fully train the personnel selected to
            -------------------
administer  the  Plant  in  regard  to  all  operational  maintenance and safety
procedures  such that after such training the personnel of NEWCO will be capable
of  operating  and  maintaining  the  Plant, on a basis consistent with industry
standards.  Plant  operators  will  be  trained in health and safety regulations
that apply in the jurisdiction where the Plant is located.  The training will be
provided  at  the  Plant  site.

5.3          Procedure  Manual.  PEM will supply NEWCO prior to the selection of
            ------------------
personnel  with a detailed manual outlining the recommended procedures to ensure
proper  administration  of  the  Plant  and  its  related  facilities.

5.4          Interim Plant Manager.  PEM will at the request of NEWCO provide an
             ---------------------
interim  Plant  manager  for  a  period of up to three (3) months to operate the
Plant  and  to  train  a  permanent  Plant  manager.

6.          ONGOING  MANAGEMENT  OVERVIEW
            ------------------------------

6.1          Additional  Services.  PEM agrees to provide a management oversight
            ---------------------
service  to  NEWCO  for a period of twelve (12) months after the commencement of
operations at the Plant.  This service shall include, but is not limited to, the
following:

          (a)  bi-weekly  review of quality  control  records for  incoming  and
               processed materials;

          (b)  trouble shooting assistance to Plant operators, as required;

          (c)  monthly  reviews of accounts  to ensure the proper and  effective
               operation of the accounting system;

          (d)  trouble shooting assistance to Plant administrators; and

          (e)  monthly  reports  to NEWCO on the  Plant  operations  which  will
               highlight  operational,  administrative and financial performance
               of the Plant.

7.          COMPENSATION
            ------------

7.1          Compensation.  NEWCO  shall  pay  to  PEM  110%  of  PEM's  cost in
            -------------
providing  any  and  all  services  pursuant  to this Commissioning and Training
Agreement.  PEM  shall invoice NEWCO on a monthly basis, which invoices shall be
due and payable upon receipt by NEWCO.  NEWCO agrees to pay the invoiced amounts
to  PEM.  PEM  will provide sufficient particulars including supporting invoices
and logs in order to adequately support the invoices submitted to NEWCO pursuant
to  this  Section  7.1.

8.          COVENANTS  OF  PEM
            -------------------

8.1          Conduct  of  Business.  PEM  agrees  that  it  shall  conduct  its
            ----------------------
business,  and  shall  cause  its employees to conduct themselves, in compliance
with all applicable laws, rules and regulations of each jurisdiction where NEWCO
carries  on  business  and  PEM  shall maintain insurance in these jurisdictions
against public liability, loss or damage, and/or against product liability, loss
or  damage, in the manner of a reasonably prudent businessman.  PEM agrees that,
subject  to  the terms of this Commissioning and Training Agreement, it shall be
solely  responsible  for  the  hiring,  compensation,  termination and all other
matters  relating to any persons, companies or corporations employed by PEM, for
any  reason  whatsoever, and shall indemnify NEWCO against any injuries, actions
or  proceedings  arising from the employment of such persons and/or companies or
any  liabilities to the Workers Compensation Board resulting from the employment
of  such  persons  and/or  companies.  PEM  shall  indemnify  NEWCO, its agents,
servants  and  employees  against  all claims, losses and/or expenses, including
reasonable  attorney's  fees, arising out of performance of PEM's business, that
are  caused  in  whole  or  in part by PEM's negligent acts or omissions, or the
negligent  acts  or  omissions  of  anyone  including  subcontractors  or agents
employed  by  PEM  for  whose  acts  PEM  is  or  may  be  liable.


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<PAGE>
9.          TERM  AND  TERMINATION
            -----------------------

9.1          Commencement Date.  This Commissioning and Training shall be deemed
             ----------------
to  have  come  into  effect  on  the  Effective  Date  of  this Agreement.  The
obligations  of the parties to this Commissioning and Training Agreement will be
suspended  until  substantial  completion  of  construction  of  the  Plant.

9.2          Duration.  Unless  sooner  terminated  according to this Section 9,
            ---------
this  Commissioning  and Training Agreement shall remain in force for the period
of  time  necessary  to  allow  PEM  to  perform  its  obligations  hereunder.

9.3          Termination  by  NEWCO.  Newco  may  immediately  terminate  this
            ----------------------
Commissioning  and Training Agreement by providing notice in writing to PEM upon
the  occurrence  of  the  following  events:

          (a)  upon the  dissolution  or liquidation of PEM or the insolvency or
               bankruptcy  of PEM provided such  bankruptcy or insolvency  shall
               continue for a period of 30 days; or

          (b)  upon  any  material  default  by  PEM of  the  provisions  hereof
               provided  that 30 days advance  written  notice of default  shall
               have been given to PEM and  provided  further that if within such
               30 day period PEM has not taken all  reasonable  steps to cure or
               remedy such default.  PEM shall not be deemed to be in default as
               long as such reasonable  steps continue  subject to the curing of
               such defaults within 90 days of the original default notice.

9.4          Termination  by PEM.  PEM may only terminate this Commissioning and
Training  Agreement  upon  the  commission  of  a  material  breach  of  this
Commissioning  and  Training  Agreement  by NEWCO and having given NEWCO 30 days
advance  written  notice  of  such  material  breach, and only if NEWCO takes no
reasonable  steps  after receipt of such notice to cure the breach during the 30
day  notice  period.

9.5          Results of Termination.  Upon the termination of this Commissioning
            -----------------------
and  Training  Agreement,  howsoever  occasioned  the  following  shall  occur:


          (a)  all  rights  granted  by  NEWCO  to  PEM  shall   immediately  be
               relinquished by PEM;

          (b)  any  indebtedness  of NEWCO to PEM or to any  associated  company
               shall  become due and  payable as at the date of  termination  of
               this Commissioning and Training Agreement;


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          (c)  PEM shall  deliver to NEWCO or other entity  designated by NEWCO,
               all  information  relating to the Process and the Equipment which
               was provided by NEWCO to PEM; and

          Upon termination by NEWCO without cause:

          (d)  NEWCO  shall  pay  to PEM  amount  equivalent  to  15%  of  PEM's
               anticipated  return for the remainder of the term,  the length of
               such  term to be  determined  according  to  Section  9.2 of this
               Agreement  calculated from the date of Termination by NEWCO, such
               anticipated  return to be  determined  by  agreement  between the
               parties.

9.6          Continuing  Obligations.  The termination of this Commissioning and
             ------------------------
Training  Agreement,  howsoever  occasioned,  shall  be without prejudice to any
rights  or  obligations  which  shall have accrued prior to such termination and
shall  not  terminate  or  diminish  the  binding  force or effect of any of the
provisions  of  this Commissioning and Training Agreement which are expressly or
by  implication provided to come into force upon or continue in force after such
termination,  including  but  not  limited  to all obligations to pay any monies
owing at the time of termination and all provisions relating to confidentiality.

9.7          No  Liability.  Neither  party shall be liable to the other for any
             -------------
compensation,  loss or damage arising from the termination of this Commissioning
and  Training  Agreement  in  accordance  with  its  terms.

10.          FORCE  MAJEURE
             --------------

10.1          Obligations  Suspended.  If  the  parties  fail  to  meet  their
               ---------------------
respective obligations hereunder within the time prescribed, and such failure is
caused  or  materially  contributed  to  by  force majeure such failure shall be
deemed  not to be a breach of the obligations of such party but such party shall
use  its  best  efforts to put itself in a position to carry out its obligations
hereunder  and  the  time  for  performance  of  obligations  hereunder shall be
extended  for  the  length  of  time  that the force majeure continues.  For the
purposes  of this Commissioning and Training Agreement, force majeure shall mean
any  act  of God, strike, lock-out or other industrial disturbance, sabotage, or
blockades,  insurrections,  riots,  epidemics,  lightning,  earthquakes, floods,
storms,  fires, washouts, nuclear and radiation activity or fallout, arrests and
restraints  of  rules  and  people,  civil  disturbances, explosion, breakage or
accident  to machinery or stoppage thereof for necessary maintenance or repairs,
inability  to  obtain  labor,  enumerated or otherwise not within the control of
such party, and which by the exercise of due diligence such party could not have
prevented.  Lack  of  funds on the part of such party or parties shall be deemed
not  to  be  a  force  majeure.

11.          GENERAL  PROVISIONS
             -------------------

11.1          Law  of  Ontario.  This Commissioning and Training Agreement shall
              ----------------
be  governed  and  interpreted  in  accordance  with the laws of the Province of
Ontario  and  the  parties agree to submit all disputes arising hereunder to the
courts  of  the  Province  of  Ontario.


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11.2          Entire  Agreement.  This  Commissioning  and  Training  Agreement
              -----------------
constitutes  the  entire  agreement  between  the parties hereto relating to the
subject  matter  hereof and supersedes all prior and contemporaneous agreements,
understandings,  negotiations  and  discussions, whether oral or written, of the
parties  and  there  are  no  general or specific warranties, representations or
other agreements by or among the parties in connection with the entering into of
this Commissioning and Training Agreement or the subject matter hereof except as
specifically  set  forth  herein.

11.3          Amendments.  No  erasure  of  or  addition  to any portion of this
              ----------
Commissioning and Training Agreement except filling in of blank spaces and lines
shall  be  binding  upon  the  parties  unless  it  is in writing signed by duly
authorized  officers  of  both  parties.

11.4          No  Waiver.  No  failure  or  delay  on  the  part of any party in
              ----------
exercising  any  power or right under this Agreement will operate as a waiver of
such  power or right.  No single or partial exercise of any right or power under
this  Agreement  will  preclude  any  further or other exercise of such right or
power.  No  modification  or  waiver  of  any provision of this Agreement and no
consent  to any departure by any party from any provision of this Agreement will
be  effective  until the same is in writing.  Any such waiver or consent will be
effective  only  in the specific instance and for the specific purpose for which
it  was  given.  No  notice  to or demand on any party in any circumstances will
entitle  such party to any other or further notice or demand in similar or other
circumstances.

11.5          Severability.  It  is  intended that all of the provisions of this
              ------------
Commissioning and Training Agreement will be fully binding and effective between
the parties.  If any particular provision or provisions or a part of one or more
is  held  to be invalid, illegal, void, voidable or unenforceable for any reason
whatsoever  in  any jurisdiction, then the particular provision or provisions or
part  of  the  provision  will  be  deemed  severed  from  the remainder of this
Commissioning  and  Training Agreement.  The remainder of this Commissioning and
Training Agreement will not be affected by the severance and will remain in full
force  and  effect.

11.6          Notice.  Any  notice  required or permitted to be given under this
              ------
Commissioning and Training Agreement shall be in writing and may be given by any
means  reasonably  calculated  to  reach  the  other  party,  including, without
limiting  the  generality of the foregoing, hand delivery (whether by courier or
otherwise), telegram, cablegram, telefax or prepaid mail addressed to such party
at  its  address  as  set  forth  on page one of this Commissioning and Training
Agreement.  Such notice if given by hand delivery shall be deemed to be received
on  the  day  delivered,  if  given  by telegram, telefax, or cablegram shall be
deemed  to  have  been received on the day following dispatch thereof and notice
given  as  aforesaid  by prepaid mail shall be deemed to have been received five
(5) days after the mailing thereof.  Either party may by notice in writing given
as  herein  provided change its address for notice hereunder and such address as
so  changed  shall be deemed to be the address of such party for the purposes of
notice  hereunder.


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     Without  limiting  the  generality of the foregoing notice may be given to:

              Hamilton  Bio  Conversion  Inc.
              2380  Brampton  Street,  Hamilton  Ontario  L8E  5V9
              Attention:  The  President

              Planet  Earth  Management  Inc.
              54  Mill  Street  West
              Milverton,  Ontario  N0K  1M0

              Attention:  The  President

              Telephone:     (519)  595-4933
              Facsimile:     (519)  595-8770

11.7          Headings.  The  headings  in  this  Commissioning  and  Training
              --------
Agreement are inserted for convenience of reference only and are not intended to
be  used  as  an  aid  to  the  interpretation  of  the  provisions  hereof.

11.8          No  Agency.  PEM  agrees  that  it  is not and shall not represent
              ----------
itself  to  be  an  agent  of NEWCO or any Affiliate company for any purpose and
shall not incur any obligations nor make any promise or representation on behalf
of  the same, and further agrees to ensure that its agents do not incur any such
obligations  or  make  any  such  promises  or  representations.

11.9          Independent  Contractors.  This  Commissioning  and  Training
              -------------------------
Agreement  does  not in any way create an employer/employee relationship between
NEWCO  or  any  Affiliate  company  and  PEM  and/or  PEM's  employees.

11.10          Assignment.  PEM  or  NEWCO  may  assign the whole or any part of
               ----------
this  Commissioning  and  Training  Agreement  without  restriction.


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11.11          Enurement.  This  Commissioning  and  Training Agreement shall be
               ---------
binding upon and shall enure to the benefit of the respective parties hereto and
their  successors  and  permitted  assigns.

IN  WITNESS  WHEREOF  the  parties  hereto  have executed this Commissioning and
Training  Agreement  on  the  day  and  year  first  above  written.

PLANET  EARTH  MANAGEMENT  INC.

Per:  /S/  Perry  Smith
      ----------------------------
     Authorized  Signatory

HAMILTON  BIO  CONVERSION  INC.

Per:  /S/  Edwin  Kroeker
      ----------------------------
     Authorized  Signatory


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