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                                                                  EXHIBIT 10.(b)

                              EMPLOYMENT AGREEMENT

The undersigned, Recycling Centers of America, Inc., hereinafter referred to as
the `Company', and the undersigned, Michael C. Davies, hereinafter referred to
as `Employee', enter into this Agreement this 1st day of June 1999.

WHEREAS, the Company desires to retain the services of the Employee under
certain terms and conditions as set forth hereunder; and

WHEREAS, the Employee deems it to be in his best interest to become an employee
of the Company, representing it in a professional manner under the terms and
conditions contained herein;

NOW THEREFORE IT IS AGREED:


1.      EMPLOYMENT AND TERM

         Subject to other provisions of this Agreement, the Company hereby
        offers, and Employee accepts, employment as Vice President of Recycling
        Centers of America, Inc., as of the date of this Agreement. Employment
        is for a term of five (5) years from the date hereof, subject to
        termination by the Company pursuant to Section 6, hereof, automatically
        renewable for additional one-year terms hereafter unless notice of
        termination is given by either party hereto on or before thirty (30)
        days prior to the expiration of any term (the `Employment Period').

2.      SALARY AND OTHER COMPENSATION

      (a)   Employee shall receive for services hereunder during the Employment
            Period an annual salary of $96,000.00, subject to increase upon each
            anniversary date in the sole discretion of the Company. Normal
            increases would be expected for satisfactory performance. Salary
            will be payable in bi-monthly installments on the first and the
            fifteenth day of each month (or, if such day is not a business day,
            the next business day thereafter). All payments shall be deemed
            gross salary, and shall be subject to all applicable withholding and
            other taxes applicable to employees of the Company.

      (b)   The option to purchase 750,000 shares of common restricted stock in
            RCAI has been granted in Employee's name. 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.
<TABLE>
<CAPTION>
               No. Options       Date Available          Exercise Price
               -----------       --------------          ---------------
               <S>               <C>                    <C>
               200,000            1 June 1999           $0.30 per share
               275,000            1 June 2000           $0.40 per share
               275,000            1 June 2001           $0.40 per share
</TABLE>

               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.

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      (b)   Employee shall be entitled to a vehicle allowance of up to $550.00
            per month.

      (c)   Employee shall be entitled to three (3) weeks (fifteen working days)
            paid vacation, the observance of major holidays as specified by the
            Company.

      (d)   The Company shall reimburse Employee for all business expenses
            incurred by Employee for all business activities on behalf of the
            Company.

3.      POSITION AND DUTIES

         Employee will devote his time, energy and attention to the management
         of Recycling Centers of America, Inc. matters. These matters will
         include (not listed in order of importance), but shall not be limited
         to, the following:

        (a)    Monitoring of and Reporting on Subsidiary Companies

               Employee shall be responsible for monitoring and reporting on the
               efforts of each of the Company's subsidiary companies' business
               activities. Employee shall prepare and submit to the Chief
               Executive Officer of Recycling Centers of America, Inc. on a
               monthly basis detailed sales, marketing, financial (cash flow and
               profit and loss statements), contract and general company status
               reports for each of the subsidiary companies.

(a)     ADMINISTRATION

               Employee shall be responsible for:

            i.    Development and implementation of personnel programs,
                  preparation and maintenance of personnel files and hiring and
                  firing personnel as determined by the Company's Chief
                  Executive Officer and Board of Directors.

            ii.   Insuring that all required filings and reports to regulatory
                  entities (e.g. SEC) by the Company are filed correctly and in
                  a timely fashion.

            iii.  Participation in coordinating the preparation of quarterly and
                  annual financial statements and audited financial statements
                  on the Company for submission to the Chief Executive Officer
                  of the Company.

            iv.   Preparation and submission to the Chief Executive Officer of
                  the Company for approval, all News Releases from the Company
                  to its shareholders and be responsible for the dissemination
                  of such News Releases along with any advertising/promotional
                  material.

            v.    Employee will provide courteous and professional
                  representation of Recycling Centers of America, Inc. at all
                  times.

            vi.   Maintenance and defense of patents and for the filing of new
                  patents by the Company or any of its subsidiaries and shall
                  submit reports regarding such to the Chief Executive Officer
                  of the Company.

            vii.  Review of proposed corporate acquisitions by the Company and
                  for the submission of detailed reports on such proposed

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                  acquisitions to the Chief Executive Officer of the Company.

4.      DISCLOSURE OF INFORMATION BY EMPLOYEE

        Employee recognizes and acknowledges that the list of Company's
        customers, suppliers, representative firms, the purchase and sales
        agreements used and terms thereof, together with other documents and
        Company's methods of business operations which Employee may have access
        to are valuable, special and unique assets of the Company. Employee,
        therefore, will not DURING, OR FOR A PERIOD OF ONE YEAR AFTER the term
        of this association with Company, disclose the list of Company's
        customers, suppliers or representative firms or any part thereof to any
        person, firm, corporation, association or entity for any reason or
        purpose whatsoever, nor disclose to such entities the method of
        operation of Company unless Company gives prior written approval of said
        use.

5.      DURATION OF THIS AGREEMENT

        This Agreement will remain in full force and effect from the date hereof
        through (five years from date). Thereafter, it shall continue until
        terminated.

6.      TERMINATION OF THIS AGREEMENT

        Either party shall have the privilege, with cause, to terminate this
        Agreement by giving the party six months notice, in writing, of such
        termination. Upon termination of the Agreement, Employee agrees to
        return all equipment, furnishings, promotional materials along with all
        copies of this Agreement and any other forms, proposals, or quotations
        relating to Company's activities. Any termination of this Agreement
        shall not terminate the Company's rights to enforce provisions contained
        in this paragraph. Immediately upon notice of termination, Employee will
        no longer have the right to obligate Company in any way shape or form.
        Should Employee incur "non-approved" debts during the six-month notice
        period, Company reserves the rights to hold final paychecks until nature
        of debts are satisfied. Employee shall be paid six months salary plus
        any unused vacation pay immediately upon any termination.

7.      COMPLETE AND FINAL AGREEMENT

        The parties hereto agree that any and all former written or verbal
        agreements between Company and Employee are hereby canceled. By
        execution, hereof, the parties agree that this instrument contains the
        entire agreement of the parties. This instrument may not be changed
        orally, but only by the agreement in writing signed by the parties
        against whom enforcement of any waiver or change, modification,
        extension or discharge is sought.

8.      WAIVER OR BREACH

        The waiver by Company or Employee's breach of any provision of this
        Agreement shall not operate or be construed as a waiver of any
        subsequent breach by the Employee.

9.      INTERPRETATION

        This Agreement, having been executed by both parties in the State of
        California, shall be

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        enforceable in and under the laws of the State of California.

10.     PARTIAL INVALIDITY

        If any provision of this Agreement or any specific application shall be
        invalid or unenforceable, the remainder of this Agreement shall not be
        effected and each provision of this Agreement shall be valid and
        enforceable to the maximum extent permitted by law.

        IN WITNESS WHEREOF, the parties have hereto set their hands and seals
the day and year first above written.

By:                                     By:
     ----------------------------          -----------------------------------
     Michael C. Davies                     O. Bruce Selk, CEO/Director
                                            Recycling Centers of America, Inc.



Date:                                   Date:
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