**Exhibit 10.5****NEIL PROCTOR EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made on this 29th day of November 2005, by andbetween Tricell, Inc., a Nevada corporation (“Company”), and Neil Proctor, a resident of the UnitedKingdom (“Executive”).**PREMISES**     WHEREAS, the Company and Executive desire to memorialize employment terms that have beennegotiated over the past several months;     WHEREAS, Company desires to employ Executive as its Senior Vice President, pursuant to theterms and conditions hereof;     WHEREAS, Executive possesses experience as a member of executive management of companies inthe mobile phone and electronic commodities industry, and desires to serve as Company’s Senior VicePresident; and     WHEREAS, in consideration for Executive’s past and future services as Senior Vice President ofthe Company, Company desires to compensate Executive on terms set forth herein.**AGREEMENT**     NOW THEREFORE, with the above provisions incorporated herein by this reference, inconsideration of the mutual promises contained herein, the benefits to be derived by each partyhereunder and other good and valuable consideration, the sufficiency of which is hereby expresslyacknowledged, the parties hereto mutually agree as follows:     1. Employment. Company hereby agrees to employ Executive and Executive hereby agreesto accept full time employment as Senior Vice President of Company, upon the terms and conditionsset forth in this Agreement.     2. Term. The employment of Executive by Company pursuant to this Agreement shallcommence on November 29, 2005, and terminate three (3) years hereafter, unless sooner terminatedpursuant to Section 4 below (hereinafter referred to as the “Service Period”).     3. Compensation. In consideration for the services to be rendered by Executive, theCompany shall compensate Executive as follows (such compensation and benefits being hereinafterreferred to as “Compensation Benefits”):     A. Base Salary. Company shall pay to Executive a base annual salary of£150,000 during the Service Period (such amount, as it may be increased from time to time,may sometimes hereinafter be referred to as “Base Salary”), which salary constitutes acontinuation of the salary paid to Executive from Ace Telecom Limited (“Ace”). Companyshall conduct a review of Executive twelve
 

 
(12) months from the date of this Agreement at which time Executive’s Base Salary maybe evaluated. Executive acknowledges that this Base Salary shall constitute a merecontinuation of the salary he received from the Company’s subsidiary Ace immediately priorto the effectiveness of this Agreement, and that such salary shall continue to be paid byAce Telecom;     B. Performance Bonus. In the event Ace generates gross profits of $125,000during any month in the Service Period, Executive will be paid £12,500 at the end of saidmonth as a bonus for Executive’s contribution to Ace’s performance.     C. Discretionary Bonus. Executive shall be eligible to receive annual bonuses to bedetermined by the board of directors of Tricell inc..     D. Year 1 Compensation. As compensation for the first year of Executiveserving as Senior Vice President, the Company shall pay to Executive one million(1,000,000) shares of the Company’s Common Stock payable immediately upon the effectivedate of this Agreement. Executive acknowledges these shares will be restricted as toresale and may only be resold in accordance with appropriate securities laws;     E. Year 2 & 3 Compensation. As compensation for the second and thirdyear of Executive serving as Senior Vice President, Executive shall be granted an option topurchase one million (1,000,000) shares of the Company’s Common Stock in the event theExecutive continues to serve as the Company’s Senior Vice President on November 29, 2006,and another option to purchase one million (1,000,000) shares of the Company’s Common Stockin the event the Executive continues to serve as the Company’s Senior Vice President onNovember 29, 2007, for total options to purchase two million (2,000,000) shares, with suchoption shares bearing an exercise price equal to the average closing trading price of theCompany’s Common Stock for the thirty (30) business days prior to November 29, 2006, andprior to November 29, 2007, respectively, as more fully addressed in the Stock OptionAgreement attached hereto as Exhibit A, which is incorporated herein by reference; and     F. Ace. The Company and the Executive previously agreed that Executive wouldreceive options to purchase 500,000 shares of common stock which would be payable to theExecutive quarterly pro rata based on the post tax net profitability of Ace being at least£600,000 at the end of the first full year; However, because of the significantcontribution Ace which satisfied this financial threshold in the first quarter postacquisition and the Executive have made to the Company as well as for incentive purposes,the Company decided to issue 500,000 shares of Tricell common stock the Executiveimmediately in lieu of options.
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     4. Termination. Executive’s employment hereunder shall terminate as a result of anyof the following events:     A. Executive’s death;     B. Executive shall be unable to perform his duties hereunder for a continuous periodof at least six months or an aggregate of nine months during any continuous twelve monthperiod by reason of illness, accident or other physical or mental disability, as verifiedby a licensed physician mutually selected by the Company and Executive (“Disability”);     C. Termination by Executive upon thirty (30) days advance notice in writing toCompany;     D. Termination by Company for Cause, where “Cause” shall mean: (i) the finalnon-appealable conviction of Executive of a felony; (ii) gross misappropriation or theft ofCompany funds; or (iii) complete and total abandonment of duties for thirty (30)consecutive days (other than for reason of disability); and     E. Termination by Company by giving thirty (30) days advance notice in writing toExecutive.     5. Representations and Warranties. Executive hereby represents and warrants to theCompany that (i) the execution, delivery and performance of this Agreement by Executive does notand shall not conflict with, breach, violate or cause a default under any contract, agreement,instrument, order, judgment or decree to which Executive is a party or by which Executive is bound,and (ii) Executive is not a party to or bound by any employment agreement, noncompetition agreementor confidentiality agreement with any other person or entity which in any way may restrict, impairor limit the performance of his duties hereunder.     6. Duties. During the term of this Agreement, Executive shall initially serve as theSenior Vice President of the Company. Executive shall perform the tasks and have the rights,powers and obligations normally associated with the office of Senior Vice President, including suchother offices or positions that Company’s board of directors (“Board of Directors”) shallreasonably request.     7. Non-Disclosure of Information. In exchange for the various consideration providedherein, Executive will not, directly or indirectly, during the term of this Agreement and for aperiod of one (1) year after the termination of this Agreement, disclose to any person notauthorized by Company to receive or use such information, except for the sole benefit of Company,any of Company’s confidential or proprietary data, information, or techniques, or give to anyperson not authorized by Company to receive any information that is not generally known to anyoneother than Company or that is designated by Company as “Limited,” “Private,” or “Confidential,” orsimilarly designated.
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     8. Expenses. Executive may incur reasonable expenses for promoting or developingCompany’s business, including reasonable expenses for entertainment, travel, and similar items. TheCompany will reimburse Executive for all such expenses upon Executive’s periodic presentation of anitemized account of such expenditures.     9. Entire Agreement. This Agreement constitutes the entire understanding between theparties hereby supersedes and invalidates any other prior covenants, conditions, representations,or agreements, oral or written, of any nature whatsoever, other than those herein contained.     10. Severability. If any term, condition, clause, or provision of this Agreementshall be deemed to be void or invalid, then that term, condition, clause, or provision shall bestricken from this Agreement to the extent it is held to be void or invalid, and in all otherrespects this Agreement shall be valid and in full force and operation.     11. Notices. For the purpose of this Agreement, notices and all other communicationsprovided for in this Agreement shall be in writing and shall be deemed to have been duly given whenreceived at the addresses written below on (i) the third business day after the date when sent bycertified or registered mail; (ii) the next business day after the date sent by guaranteedovernight courier; or (iii) the date sent by telecopier or delivered by hand, in each case, to theaddresses set forth below:       If to Company: Tricell, Inc.    6 Howard Place    Stoke-on-Trent Staffordshire ST1 4NQ    United Kingdom    Attention: Andre Salt, CEO       With a Copy to: Woltjen Law Firm    Attn: Kevin S. Woltjen    4144 N. Central Expwy., Suite 410    Dallas, Texas 75204    (214) 742-5555       If to Executive: Neil Proctor    33 Lawton St.    Congleton, Cheshire CW12 1RU    United Kingdomor to such other addresses as the parties may specify in writing.     12. Arbitration. Any controversy or claim arising out of or relating to thisAgreement or the breach of it, shall be settled by arbitration in accordance with the rules of theAmerican Arbitration Association or any other similar entity.
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     13. Governing Law and Venue. This Agreement shall be governed by, and construed inaccordance with, the laws of the State of Texas without reference to the conflict of lawsprinciples thereof. In the event any dispute regarding this Agreement arises between the partiesand is not resolved at arbitration, such dispute shall be brought in a proper jurisdiction locatedwithin Dallas County, Texas.     14. Attorney’s Fees. If any action at law or in equity, including an action fordeclaratory relief or any form of dispute resolution, is brought to enforce or interpret theprovisions of this Agreement, the prevailing party shall be entitled to recover actual attorney’sfees, court costs, and other costs incurred in proceeding with the action from the other party.The attorney’s fees, court costs or other costs, may be ordered by the fact finder, in any decisionof any action described in this section or may be enforced in a separate action brought fordetermining attorney’s fees, court costs, or other costs. In the event Company is represented byin-house counsel and Company prevails in any such action or dispute resolution, all parties agreethat Company may recover attorney’s fees incurred by that in-house counsel in an amount equal tothat attorney’s normal fees for similar matters, or, should that attorney not normally charge afee, by the prevailing rate charged by attorneys with similar background in that legal community.     15. Assignment. This Agreement shall not be assignable by any party to thisAgreement, except upon the written consent of all parties hereto. Executive shall not have theright to pledge, encumber, or dispose of the right to receive any Compensation Benefits under thisAgreement, which Compensation Benefits and the right thereto are expressly declared to benon-assignable and nontransferable and, in the event of any attempted assignment or transfer,Company shall have no further liability hereunder.     16. Counterparts. This Agreement may be executed in two counterparts, each of whichshall be deemed an original but both of which together shall constitute one and the same agreement.     17. Right to Counsel. Executive hereby agrees that Company has advised and encouragedhim to retain his own counsel and that he has had full opportunity to retain such counsel to reviewthis document and advise him of the terms and conditions set forth herein.     IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal the day andyear first above written.       TRICELL, INC.,   EXECUTIVE — Neil Proctor  a Nevada corporation             /s/ Andre Salt Andre Salt, Chief Executive Officer   /s/ Neil Proctor Neil Proctor  
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**EXHIBIT A****TRICELL, INC.**