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                                                                   EXHIBIT 10.29

                     AMENDMENT NO. 3 TO EMPLOYMENT CONTRACT

         This Amendment No. 3 to Employment Contract ("Amendment") is entered
into this 31st day of May 2005, to be effective as of January 1, 2005, by and
between CPC OF AMERICA, INC., a Nevada corporation ("Company"), and ROD A.
SHIPMAN ("Executive").

                                 R E C I T A L S

         WHEREAS, Executive is engaged by the Company as its Chief Executive
Officer and Chairman of the Board pursuant to an Employment Contract dated April
23, 1998, as amended on April 1, 1999 and January 1, 2003 (the "Employment
Contract").

         WHEREAS, the Company and Executive desire to further amend certain
provisions of the Employment Contract relating to Executive's compensation.

                                A G R E E M E N T

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and in the Employment Contract, the parties agree as follows:

         1. Paragraph 3(a) of the Employment Contract is hereby amended to read
in its entirety as follows:

                  "(a) Effective as of and retroactive to January 1, 2005,
Executive's annual salary shall be $570,194. Effective as January 1, 2006,
Executive's annual salary shall be increased to $627,213.40. Effective as of
January 1, 2007, Executive's annual salary shall be increased to $689,934.74 and
shall remain at such level throughout the remainder of the term of this
Agreement; provided that the then current salary shall be reviewed in connection
with any renewal of this Agreement. The Executive shall be entitled to
participate in any key management bonus or incentive compensation program
including, but not limited to stock options and warrants, instituted by the
Board of Directors of the Company, in the sole discretion of the Board of
Directors. The salary and bonus payments hereunder shall be subject to
withholding and any other applicable tax law."

         2. Paragraph 5 of the Employment Contract shall be amended in its
entirety to read as follows:

            "Executive shall be personally responsible for the payment of,
and shall not be entitled to seek reimbursement from the Company for, any
travel, entertainment or other business expenses incurred by Executive in
connection with the performance of his duties on behalf of the Company."

         3. Except as amended by this Amendment, the form, terms and conditions
of the Employment Contract remain in full force and effect in accordance with
its terms.

         4. In consideration of the agreements entered into hereby, the Company
agrees to waive the vesting requirement of all options held by Executive
pursuant to that certain Non-Qualified Stock Option Agreement dated April 23,
1998 by and between the Company and Executive.

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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the day and year first above written.

                                       "Employer"

                                       CPC of America, Inc.,
                                       a Nevada Corp.



                                       By: /s/ Rod A. Shipman
                                           -------------------------------------
                                           Rod A. Shipman
                                           President and Chief Executive Officer


                                       "Employee"


                                       /s/ Rod A. Shipman
                                       -----------------------------------------
                                       Rod A. Shipman


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