Exhibit 10.9


    
      
        

      

    


    Exhibit
      10.9

    


    EMPLOYMENT
      CONTRACT

    


    


    THIS
      AGREEMENT is made effective as of the 21st
      day of
      January, 2005

    


    BETWEEN: 

    


    Ralph
      Petruzzo,
      a person
      with an address at

    603
      Main
      Street

    Corinth,
      New York 12822

    


    (The
      “Employee”)

    


    


    OF
      THE
      FIRST PART

    


    


    
      	
              AND:

            	
              ORGANIC
                RECYCLING TECHNOLOGIES INC., a company incorporated pursuant to the
                laws
                of Nevada with an address at

            


    

    
      	 	
              Suite
                204 - 3970 East Hastings Street

            


    

    
      	 	
              Burnaby,
                BC V5C 6C1 

            


    

    


    (“The
      Company”)

    


    OF
      THE
      SECOND PART

    


    WHEREAS:

    


    
      	
              A.

            	
              The
                Company wishes to employ for the services of the Employee and to
                have the
                Employee agree to provide Employment services to any of the Company’s
                subsidiaries and affiliates, which require the Employee’s expertise and
                assistance during the term of this Agreement, as directed by the
                Company.

            


    

    


    
      	
              B.

            	
              The
                Employee has agreed to accept such contract for services upon the
                terms
                and conditions of this Agreement.

            


    

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual
      covenants herein contained, the parties hereto agree as follows:

    


    
      	
              1.

            	
              ENGAGEMENT

            


    

    


    
      	
              1.1

            	
              Appointment
                -
                The Company hereby contracts for the services of the Employee and
                the
                Employee hereby agrees with the Company to perform services for the
                Company in accordance with the terms and conditions of this
                Agreement.

            


    

    


    
      	
              1.2

            	
              Scope
                of Duties -
                The Employee will provide the services (the
                “Employment Services”) as
                set forth in Schedule “A” to this
                Agreement.

            


    

    


    
      	
              1.3

            	
              The
                Employee will provide the services of
                Ralph Petruzzo,
                (the “Principle”) to provide the Employment services.
                

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              1.4

            	
              Changes
                in scope of the Employment Services may only be made by mutual agreement
                of the parties.

            


    

    


    
      	
              1.5

            	
              Best
                Efforts
                -
                The Employee shall, at all times, provide and perform the Employment
                Services to the best of its abilities. In consideration for the Employment
                Fee as set forth in clause 3.1, Employee shall provide the Services
                on a
                priority basis to the Company and those subsidiaries and affiliates
                which
                enter into separate Employment contacts with the Employee, as directed
                by
                the Company.

            


    

    


    
      	
              1.6

            	
              Warranties
                and Responsibilities
                -
                The Employee warrants and represents to the Company as follows and
                acknowledges that the Company is relying upon these warranties and
                representations in entering into this
                Agreement:

            


    

    


    
      	 	
              (a)

            	
              The
                Employee has the necessary expertise in the Waste management and
                recycling
                industry and has worked in this industry for over 20 years to effectively
                provide the Employment
                Services;

            


    

    


    
      	 	
              (b)

            	
              The
                Employee brings with him all this expertise in the Waste management
                and
                Recycling Industry and this is his knowledge and expertise which
                the
                Company will utilize from the Employee during his term with the Company.
                The Employee maintains all the rights to his knowledge and expertise
                he
                acquired prior to joining the Company;


            


    

    


    
      	 	
              (c)

            	
              The
                Employee is not aware of any matter which would prevent the Employee
                from
                providing the Employee Services;

            


    

    


    
      	 	
              (d)

            	
              The
                Employee is not subject to any known review by any securities regulatory
                body that is currently in progress.

            


    

    


    
      	
              1.7

            	
              The
                Company shall supply onsite Employee personnel with suitable office
                space
                and office equipment including adequate communications equipment
                as may be
                necessary in connection with the Employee’s performance of the Employment
                Services. 

            


    

    


    
      	
              1.8

            	
              Work,
                research or development produced or created by the Employee during
                the
                term of this Agreement pertinent to the Company’s technical, scientific or
                business interests including processes, business plans, other material
                or
                information relating to the business, portions of computer software
                (in
                source and executable code) and related documentation in any media
                including all modifications, enhancements and versions thereof, unique
                software and hardware configurations, design concepts and all materials
                developed therefrom defined as Work
                Product.

            


    

    


    
      	
              1.9

            	
              Any
                Work Product created by Employee under this Agreement, either developed
                solely or jointly with any other party, is the sole and exclusive
                property
                of the Company. Company is the sole owner of all copyrights, patents
                and
                other intellectual property rights in the Work Product.
                

            


    

    


    
      	
              1.10

            	
              Employee
                assigns to the Company any rights Employee may have in the Work Product
                and waives all claims with respect to the Work Product including
                any moral
                rights in the Work Product or to its use including the right to restrain
                or claim damages for any distortion, mutilation or other modification
                of
                the Work Product and to restrain use or reproduction of the Work
                Product.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              1.11

            	
              Company
                acknowledges :

            


    

    


    
      	 	
              (A)

            	
              that
                Employee may use certain software libraries and development tools
                proprietary to Employee (“Employee Software”) to create the Work Product;
                and

            


    

    
      	 	
              (B)

            	
              Company
                does not obtain any proprietary or intellectual property rights in
                such
                Employee Software; and

            


    

    
      	 	
              (C)

            	
              Company’s
                use of Employee Software as embedded in the Work Product shall be
                governed
                by fully-paid, non-exclusive worldwide, runtime license to use such
                Employee Software.

            


    

     

    
      	
              1.12

            	
              The
                Company will assist the Employee and those of its subsidiaries and
                affiliates, which require the Employee’s expertise and assistance with the
                negotiation, and settlement of the terms of separate Employment
                contracts.

            


    

    


    
      	
              2.

            	
              TERM

            


    

    


    
      	
              2.1

            	
              Initial
                Term
                -
                The initial term of this Agreement shall be Five years commencing
                on the
                date first above written, subject to earlier termination as hereinafter
                provided.

            


    

    


    
      	
              2.2

            	
              Renewal
                -
                This Agreement shall be renewed for further terms of such duration
                and
                upon such terms and conditions as the Employee shall and the Company
                may
                mutually agree upon in writing.

            


    

    


    
      	
              3.

            	
              EMPLOYEE
                FEE

            


    

    


    
      	
              3.1

            	
              The
                Company shall pay to the Employee a monthly fee (the “Employment
                Fee”)
                in consideration of the Employment Services. The Employment Fee shall
                be
                US$120,000 per year, $5,000 per month paid with $5000 accrued.
                

            


    

    


    
      	
              3.2

            	
              The
                Employee shall be paid each month for Employment Services rendered
                during
                the month and the Company shall pay on or before the last day of
                the
                month. 

            


    

    


    
      	
              3.3

            	
              The
                Employee shall deliver to the Company a report detailing the activities
                and services provided to the Company for the time period as agreed
                with
                the board of Directors but not less than each
                week.

            


    

    


    
      	
              3.4

            	
              The
                Employee will provide, at the Company’s Written request, a copy of all
                Work Product including documents, designs, charts, and
                codes.

            


    

    


    
      	
              3.5

            	
              The
                Employee will ensure all Work Product will be backed-up and copied
                to
                safeguard against any loss or damage to the original Work
                Product.

            


    

    


    
      	
              3.6

            	
              The
                Employee will be issued 3,000,000 common shares of the Company for
                service
                and performance over two years:

            


    

    
      	 	
              (a)

            	
              1,000,000
                upon Board of Directors approval of performance to July 31,
                2005;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (b)

            	
              1,000,000
                upon Board of Directors approval of performance to January 31,
                2006;

            


    

    
      	 	
              (c)

            	
              1,000,000
                upon Board of Directors approval of performance to July 31,
                2006;

            


    

    
      	 	
              (i)

            	
              The
                3,000,000 Common Shares will be issued to Ralph Petruzzo but held
                by the
                Board of Directors of the Company in trust and voted by the Board
                of
                Directors majority until earned by Ralph
                Petruzzo.

            


    

    


    
      	
              3.7

            	
              The
                parties agree that the Employee Fee provided for in paragraph 3.1
                hereof
                is intended to include reimbursement for all other expenses incurred
                by
                the Employee, in connection with providing the Employment Services,
                except
                for the following expenses incurred by the Employee while providing
                the
                Employment Services:

            


    

    


    
      	 	
              (a)

            	
              Those
                expenses expressly stated to be reimbursed by the Company pursuant
                to this
                Agreement;

            


    

    


    
      	 	
              (b)

            	
              Reasonable
                travel expenses including transportation costs, meals, accommodation
                and
                related living out expenses;

            


    

    


    
      	 	
              (c)

            	
              Long
                distance telephone, facsimile, and video conferencing
                charges;

            


    

    


    
      	 	
              (d)

            	
              Cost
                of visas, airport fees, special taxes and other charges imposed by
                government for immigration related to travel on projects
                business;

            


    

    


    
      	 	
              (e)

            	
              Conference
                and related fees, purchase of technical books, journals and related
                information where authorized by the
                Company;

            


    

    


    
      	 	
              (f)

            	
              Other
                specific expenses incurred by the Employee with the prior written
                approval
                of the Company.

            


    

    


    The
      Employee with each invoice shall submit an account listing of reimbursable
      expenses incurred each month.

     

    
      	
              4.

            	
              OPTIONS

            


    

    


    
      	
              4.1

            	
              The
                Employee will also be entitled to receive in future years options
                to
                purchase additional shares of the Company as determined by the board
                of
                directors of the Company in its sole discretion with reference to
                options
                granted to officers and directors of the Company and the performance
                of
                the Employee.

            


    

     

    
      	
              5.

            	
              CONFIDENTIALITY

            


    

    


    
      	
              5.1

            	
              Confidential
                Information and Non-Disclosure
                -
                The Employee acknowledges and agrees that all information connected
                with
                the Company’s technology, including without limitation, all information,
                data, inventions, discoveries, improvements, modifications, developments,
                technically manuals or process-flow manuals, data, customer information
                and pricing information is confidential and the Employee covenants
                and
                agrees with the Company to use its best efforts to ensure that the
                such
                information does not become public knowledge and undertakes not to
                disclose such information or any part thereof to any other person
                except
                to its Employees and employees as may be necessary to carry out its
                rights
                and obligations under this
                Agreement.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	 	
              The
                Employee hereby further covenants and agrees with the Company that
                the
                Employee shall require each and every one of its employees or Employees
                who are provided with any information in respect of the Company’s
                technology or related knowledge to sign confidentiality agreements
                with
                the Employee in a form acceptable to the Company. All such information
                shall be returned to the Company upon termination of this
                Agreement.

            


    

    


    
      	
              5.2

            	
              Non-Competition
                -
                If the agreement is terminated the Employee agrees that during the
                following two year term, following termination the Employee will
                bring all
                opportunities, projects and deals either alone or in a partnership
                or
                jointly or in conjunction with any person or persons, including without
                limitation, any individual, firm, association, syndicate, company,
                corporation or other business enterprise, as principal, agent, shareholder
                or in any other manner whatsoever to the Company for review to accept
                or
                reject the opportunities, projects or deals on a right of first refusal
                basis for the Company to accept or reject the opportunities, projects
                or
                deals. This relates to opportunities, projects and deals in Canada
                the
                United States North America or in the world. The Employee acknowledges
                and
                agrees the geographical restrictions contained herein are reasonable
                in
                light of the nature of the Company'’ technology and business. The Employee
                further agrees, if the agreement is terminated, to
                not:

            


    

    


    
      	 	
              (a)

            	
              Carry
                on, be engaged in or concerned with or interested in any business,
                operation or undertaking which is in any way competitive with the
                business
                of the Company anywhere in Canada and in the United States where
                the
                business of the Company is carried on
                without first allowing the Company the right of first refusal on
                the
                opportunity;
                and

            


    

    


    
      	 	
              (b)

            	
              Attempt
                to solicit any suppliers, customers or employees of the business
                of the
                Company away from the Company.

            


    

     

    
      	
              6.

            	
              TERMINATION

            


    

    


    
      	
              6.1

            	
              Termination
                by the Company 

            


    

    


    
      	 	
              (a)

            	
              Material
                Breach by Employee
                -
                The Company may terminate this Agreement as a result of material
                breach of
                this Agreement by the Employee, provided that a reasonable written
                notice,
                of at least three (3) business days has been given by the Company,
                to the
                Employee and the Employee has been given an opportunity to cure the
                material breach. In the event of termination of this Agreement by
                the
                Company, as a result of a material breach of this Agreement by the
                Employee, all Options granted to the Employee will terminate and
                be of no
                force and effect and the Employee will not have any right to receive
                additional Options not granted as of the date of
                termination;

            


    

    


    
      	 	
              (b)

            	
              Without
                Material Breach by Employee
                -
                The Company acknowledges and confirms that the Employee will suffer
                damages for termination of this Agreement unless termination is due
                to a
                material breach by the Employee. Accordingly, the parties agree that
                a
                reasonable pre-estimate of damages payable by the Company to the
                Employee
                for termination of this Agreement by the Company is such circumstances
                will be as follows.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      


      
        	 	
                (i)

              	
                During
                  this Agreement, damages equal to three months
                  fees;

              


      

       

    

    
      	 	
              which payment
                will be in full and final settlement of all claims, damages, and
                any other
                liabilities of the Company to the Employee pursuant to this Agreement
                to
                the date of such termination of the Employee’s services to the
                Company.

            


    

    


    
      	
              6.2

            	
              Termination
                by the Employee 

            


    

    


    
      	 	
              (a)

            	
              Material
                Breach by Company
                -
                The Employee may terminate this Agreement for material breach at
                any time
                provided that a reasonable written notice of at least three (3) business
                days has been given by the Employee to the Company and the Company
                has
                been given a reasonable opportunity to cure the material
                breach;

            


    

    


    
      	 	
              (b)

            	
              Without
                Material Breach by Company
                -
                The Employee may terminate this Agreement without there having been
                a
                material breach by the Company provided the Employee gives the Company
                at
                least three (3) months’ written
                notice.

            


    

     

    
      	
              6.3

            	
              Definition
                of Material Breach by Company-
                In this Agreement, the parties agree that a material breach of this
                Agreement by the Company includes:

            


    

    


    
      	 	
              (a)

            	
              The
                Company’s engagement in conduct which unreasonably jeopardizes the Company
                or the Employee and which the Company refuses to stop or rectify
                against
                the advice of the Employee given in
                writing;

            


    

    


    
      	 	
              (b)

            	
              The
                Company’s material default, misconduct, breach or non-observance of any
                material stipulation contained herein, after reasonable opportunity
                to
                cure such condition, if reasonable opportunity to remedy
                exists;

            


    

    


    
      	 	
              (c)

            	
              The
                dissolution, insolvency or bankruptcy of the
                Company.

            


    

    


    
      	
              6.4

            	
              Definition
                of Material Breach by Employee
                -
                In this Agreement, the parties agree that a material breach of this
                Agreement by the Employee includes:

            


    

    


    
      	 	
              (a)

            	
              The
                Employee’s material default, misconduct, breach or non-observance of any
                material stipulation contained herein after reasonable opportunity
                to cure
                such condition, if reasonable opportunity to remedy
                exists.

            


    

    


    
      	 	
              (b)

            	
              The
                failure of the Employee to provide
                Ralph Petruzzo to
                the Company acting reasonably, to provide the Employment
                Services;

            


    

    


    
      	 	
              (c)

            	
              The
                attempted assignment of this Agreement by the Employee, in breach
                of this
                Agreement or any change in control of the Employee or that the
                representation and warranty of the Employee in section 1.6(c) ceases
                to be
                correct;

            


    

    


    
      	 	
              (d)

            	
              The
                dissolution, insolvency or the bankruptcy of the
                Employee.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    
      	
              7.

            	
              OTHER
                PROVISIONS

            


    

    


    
      	
              7.1

            	
              Governing
                Law
                -
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the Province of British
                Columbia.

            


    

    


    
      	
              7.2

            	
              Intellectual
                property Rights - Any intellectual property rights that the Employee
                creates during the performance of his services are the property of
                the
                Company. 

            


    

    


    
      	
              7.3

            	
              Notice
                -
                Any notice required, or permitted to be given under this Agreement
                shall
                be in writing and may be delivered personally or by telex or telecopier,
                or by prepaid registered post addressed to the parties at the
                above-mentioned addresses or at such other address of which notice
                may be
                given by either of such parties. Any notice shall be deemed to have
                been
                received if personally delivered or by telex or telecopier on the
                date of
                delivery and, if mailed as aforesaid, then on the seventh (7th)
                business day after and excluding the date of
                mailing.

            


    

    


    
      	
              7.4

            	
              Assignment
                -
                This Agreement may not be assigned by either party without the written
                consent of the other party.

            


    

    


    
      	
              7.5

            	
              Indemnity:

            


    

    


    
      	 	
              (a)

            	
              The
                Employee shall indemnify the Company and save it harmless from and
                against
                any and all claims, actions, damages, liabilities and expenses arising
                out
                of or in connection with a breach of any kind by the Employee of
                any
                provisions, covenants, conditions and warranties contained in this
                Agreement, or any other matter arising whatsoever out of this Agreement
                including the actions of other employees, agents or contractors of
                the
                Employee.

            


    

    


    
      	 	
              (b)

            	
              The
                Company shall indemnify the Employee and save it harmless from and
                against
                any and all claims, actions, damages, liabilities and expenses arising
                out
                of or in connection with a breach of any kind by the Company of any
                provisions, covenants, conditions and warranties contained in this
                Agreement, or any other matter arising whatsoever out of this Agreement
                including the actions of its employees, agents or contractors of
                the
                Company.

            


    

    


    
      	
              7.6

            	
              This
                Agreement supersedes any previous agreement, arrangement or understanding,
                whether written or oral between the parties
                hereto.

            


    

    


    
      	
              7.7

            	
              Severability
                -
                Any term or condition of this Agreement that is held to be unlawful
                or
                unenforceable is severable and the remaining terms and conditions
                of this
                Agreement remain in full force and
                effect.

            


    

    


    
      	
              7.8

            	
              Time
                is of the essence of this
                Agreement.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              7.9

            	
              This
                Agreement is subject to the applicable rules and regulations of whatever
                stock exchange(s) upon which the Shares of the Company may be traded
                from
                time to time, and the Company and the Employee undertake to exercise
                their
                best efforts to comply with such rules and regulations as they relate
                to
                this Agreement.

            


    

    


    IN
      WITNESS WHEREOF the parties have executed this Agreement as of the day and
      year
      first above written.

    


    
      	
              Ralph
                Petruzzo,  

            	
              Organic
                Recycling Technologies Inc., 

            
	
              By
                its Authorized signatory 

            	
              by
                its Authorized Signatory 

            
	 	 	 	 
	 	 	 	 
	
              /s/
                Ralph Petruzzo

            	 	
              /s/
                Chad Burback

            	 
	
              Signature

            	 	
              Signature

            	 
	 	 	 	 
	 	 	 	 
	
              July
                29, 2005

            	 	 	 
	
              Date

            	 	
              Chad
                Burback

            	 
	 	 	
              Print
                Name

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
              Secretary

            	 
	 	 	
              Title

            	 
	 	 	 	 
	 	 	 	 
	 	 	
              July
                29, 2005

            	 
	 	 	
              Date

            	 


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

     

    
      -
        Scope of Work

      


      
        	 	
                1)

              	
                Employed
                  as the President of Organic Recycling Technologies
                  Inc.;

              


      

      
        	 	
                2)

              	
                Reporting
                  to the Company’s board of
                  directors;

              


      

      
        	 	
                3)

              	
                Establishment
                  of a management executive committee that consults with the Company
                  and
                  works with the President to run the
                  Company;

              


      

      
        	 	
                4)

              	
                President
                  is the head of the Company’s management executive committee and reports to
                  the Company’s Board of Directors;

              


      

      
        	 	
                5)

              	
                President
                  to further the Company goals;

              


      

      
        	 	
                (i)

              	
                Obtaining
                  new deals for the Company using your skills, knowledge and
                  contacts;

              


      

      
        	 	
                (ii)

              	
                Working
                  with the management executive committee prepare and present all
                  new
                  opportunities to the Board of Directors for review and
                  approval;

              


      

      
        	 	
                (iii)

              	
                Working
                  with the management executive committee manage all new opportunities
                  by
                  ensuring quality managers and support is in place;
                  

              


      

      
        	 	
                6)

              	
                President
                  to work to finance the Company;

              


      

      
        	 	
                (i)

              	
                Working
                  with the management executive committee, ensure all new opportunities
                  are
                  supported by long term benefits to the Company and to assist the
                  management executive committee to provide analysis for the Board
                  of
                  Directors review and approval;

              


      

      
        	 	
                (ii)

              	
                Working
                  with the management executive committee, assist in the development
                  of
                  internal and external finance opportunities and strategies that
                  support
                  the Company goals and to assist the management executive committee
                  to
                  provide analysis for the Board of Directors review and
                  approval;

              


      

      
        	 	
                7)

              	
                Maintaining
                  Company operating procedures;

              


      

      
        	 	
                (i)

              	
                Work
                  with the management executive committee to maintain and regularly
                  update
                  the Company’s operating policies and procedures for review and approval
                  for the board of Directors of the
                  Company;

              


      

      
        	 	
                (ii)

              	
                Work
                  with the management executive committee to ensure all Company personnel
                  are knowledgeable and use the Company’s operating
                  procedures;

              


      

      
        	 	
                8)

              	
                Perform
                  such other duties and observe such instructions as may be reasonably
                  assigned from time to time by an immediate Supervisor, by or on
                  behalf of
                  the Company’s Board of Directors.

              


      

      
         

        9