EXHIBIT 10.1
                                    AGREEMENT


BETWEEN:

Thermo  Tech  Technologies,  Inc.  (TTTI)

204-195  County  Court  Blvd.
Brampton  Ontario
Canada  L6W  4P7

(Herein  referred  to  as  TTTI)

AND

Planet  Earth  Operating  Services  Inc.  (PEOSI)

20436  Fraser  Highway
Langly,  BC
Canada  V3A4G2

(Herein  referred  to  as  PEOSI)

IN  RESPECT  TO:

Operations  for  the  Thermo  Master  plant  -  Hamilton,  Ontario

WHEREAS:

The  parties  wish  to enter into an agreement with respect to the completion of
the  Hamilton  Bio  Conversion  Inc.  facility  and  its  ongoing  operations.
The  parties  recognize  that:

A)   PEOSI  are  able to deliver a range of services to meet the stated goals of
     the  agreement, which will bring existing operations in line with projected
     functions  and  revenue  generation.


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B)   TTI  desired to access the services as anticipated in Recital A and thereby
     complete  construction  and  bring  the  Hamilton plant to operation in its
     expanded  and  upgraded  format  as  a  1200  ton  capacity  plant.

Articles  1  Services:

PEOSI  will  complete  all  construction related to the upgrade and expansion of
Hamilton  Bio  Conversion Inc. to a status of a Thermo Master Mark III plant and
bring  that  plant  into  full  operations  at  1200  ton  capacity.

1.2. PEOSI  will  operate  Hamilton  Bio Conversion Inc. to meet agreed budgeted
operating  projections  and  performance  such  that;

1.2.1.  Hamilton Bio Conversion Inc. will be brought to a position of delivering
a  net  profit  on  or  before  April 1st 2002. If these objectives could not be
achieved  by April 1st, 2002, TTTI will have the option to suspend operations of
Hamilton  Plant  beyond  April  1st  2002.  As  a result all service/operational
agreements  with  PEOSI  will  be  suspended  without  any  claims against TTTI.

1.2.2. Thermo Tech Technologies Inc. Canadian and North American operations will
be  brought  to  a  position of net profit on or before 1st April 2002. If these
objectives  could  not  be  achieved by April 1st 2002, TTTI will have option to
suspend  Canadian  and  North  American  operations  beyond April 1st 2002. As a
result  all services/operational agreements with PEOSI will be suspended without
any  claims  against  TTTI.

1.2.3.  Performance  outline  herein  shall not exclude any costs related to the
following  obligations  of  TTTI  in  the  conduct  of  its business as a public
company.

Cost  of  annual  audit*.

Cost  of  the  preparation  of  the  Annual  General  meeting of shareholders *.

Cost  of  legal  services*.


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Cost  of  promotional  and  public  relations,  including  news  releases  and
promotional  materials  supplied  by  PEOSI*.

*Relevant  to  Canadian  operations  only,  until  such  time  as  Hamilton  Bio
Conversions  Inc. is at a profit at which time these cost will be paid from said
profit.

1.2.4 Beyond April 1st 2002, if Hamilton Bio Conversions, Inc. is not running at
a  profit  and  TTTI  determines  that it is not viable to continue operation in
Canada  and North America, TTTI will have the option to cancel all operating and
service  contracts  with  PEOSI  without  any  recourse  from  PEOSI.

Article  2,  Payment  for  services  supplied  by  PEOSI.

2.1  TTTI  will  provide  to  PEOSI a payment in advance of Eleven Million Eight
hundred  Seventy  Five  Thousand  US  Dollars  (US$  11,875,000).

2.2  TTTI  will  provide  said  payment  to  PEOSI  in the form of a convertible
debenture  in  the  amount  of US$ 11,875,000, convertible to 475,000,000 common
shares  of  the  stock  of  Thermo  Tech  Technologies  Inc.

2.3.  The  convertible debenture shall be prepared as a separate document but is
recognized  by  the  parties  to  be  an  integral  part  of  this  agreement.

Article  3.  Additional  Conditions.

3.1.  Upon  entering  the  agreement  PEOSI  becomes responsible, for all liens,
mortgages, Pledges, loans or encumbrances of any kind, past or present or future
on  Hamilton  Bio  Conversions  Inc.,  except  the  outstanding General Security
Agreement  and  Option  Agreement  on  the  Hamilton  Bio Conversion Inc., Land,
Building  and  Equipment.

3.2.  PEOSI  is  responsible  for Hamilton Bio Conversion Inc., and Thermo Tech
Technologies Inc. and all subsidiaries in Canada and North America, for all past
and  present  encumbrances  and  future  encumbrances  for 1 year as outlined in
article  1  and  2,  for  above,  for  the  U.S.  $  11,875,000.


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3.3.  This  agreement  does  not  allow  PEOSI to take out any liens, mortgages,
pledges,  loans  etc.  against  Hamilton  Bio  Conversions  Inc.,  or any of the
associated  operations.

3.4  PEOSI  is  responsible for bringing Hamilton Bio Conversions Inc. to a Net
Profit  situation  and  no  further  funds  will  be  required for this purpose.

3.5  Upon  entering  the  agreement  PEOSI  becomes  responsible, for all liens,
mortgages,  pledges,  loans  or  encumbrances  of  any kind, past or present and
future  on Richmond Bio Conversion Inc., except the outstanding General Security
Agreement  and  Option  Agreement  on the Richmond Bio Conversion Inc., Land and
Building.  Richmond  Bio  Conversion  Inc.,  can  be  dismantled  and shipped to
Malaysia  and  thereafter  put   into  operation,  and  all  cost  incurred  for
dismantling,  shipping, installation and commissioning will be at the expense of
Thermo  Tech  Technologies,  Malaysia.

3.6  In  consideration  of  this  agreement  TTTI  will  support PEOSI option to
purchase  the  land  associated with Richmond Bio Conversion Inc. at fair market
value.

This  agreement  was  completed and signed by the parties on this 16th of March,
2001.

For Thermo Tech(TM) Technologies Inc.


/S/  Ismail M. Radi
-------------------------
     Ismail M. Radi
     CEO

For Planet Earth Operating Services Inc.

/S/  Rowland  Wallenius
-------------------------
     Rowland  Wallenius
     President


29th January 2001
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